The Lonely Harbor
by queenmab-scherzo
Summary: A story about loss and homesickness and learning what to let go. Thorin, captain of the Oakenshield, and his seafaring crew.
1. Delphinus

**Summary:** The story of Thorin, captain of the _Oakenshield_, and his seafaring crew.

**Disclaimer:** I don't own any of the characters or names herein. Much of the plot is influenced by _The Hobbit_, as well as actual historical events.

* * *

_Delphinus_

One time Dori said that a sunset over the grassy gold of sun-dried Virginia hills could bring a king to his knees and squeeze the tears from his eyes. He said it was the most beautiful sight a man could ever hope to see on either side of the ocean, but Kili wasn't convinced. Granted, most of the sunsets in Kili's memory occurred over the sea, so he had little else to compare them to; but to him it seemed that every night the sun set better and brighter and prettier over the water.

Kili loved every sunset more than the last because she gave the most gratifying goodbyes, and because sunset meant he had his true favorite, the moon, to look forward to.

This evening's sunset did not disappoint. It was dusk, and Kili was yards above deck, where he belonged. He secured one hand around the nearest outhaul and wedged himself there in the wake of the wind and lost his breath in the seconds between the sun and the horizon. His hair tangled in his lips but his view was none the worse for it.

Slowly, tenderly, the sun dipped forward to kiss the bowl of the ocean and stain it pink, or yellow, or the unnamed orange between them that Kili liked best. And on that warm, unwritten gold, a lounging edge of violet dimpled the water in the way only an ocean knows. He watched the colors tuck themselves beyond the borders of the world; watched like it meant something, like he was supposed to write a song about it that might never be sung.

Kili heard someone closer to deck call his name, but he was feeling greedy and the sun was over half-hidden already, anyway. He pressed one thigh against the yardarm and listened to the wind until it drowned out any particularly determined crew members.

The motion of another man in the rigging folded the edge of Kili's vision. Unabashedly stubborn, Kili only took a deeper breath and his lungs relaxed in the cold, inevitable dark seeping over his shoulders. He let his eyes unfocus on the shrinking sun and sucked in the last droplets of warmth.

The moment the sun disappeared, he closed his eyes and watched the back of his lids go from pulsing scarlet to dark and waited for the imprint of the light to fade out.

When he opened his eyes again, Fili's face was there, his chin rested near the lines next to Kili's knees, his top teeth dug into his bottom lip in a half-smile. Kili rolled his eyes and felt his neck turn red.

"What do you want?" he demanded, not unkindly.

Fili's answer was soft and playful. "Just making sure you didn't hang your damn self up here in the rigging."

Kili grinned and relaxed his arm, let himself swing by the bones from the buntline, braced against the yard there as if to prove his safety.

"Balin was calling for you," Fili continued.

"Was he?" Kili asked innocently, glancing at the jaundiced line over the horizon.

"You know he was."

Kili tried not to smile. He finished tying off a knot he'd started almost twenty minutes earlier before turning back to his brother. With practiced ease, they picked apart a path between the sheets to the deck.

Training his eyes on his feet to hide his grin, Kili endured the first mate's half-hearted lecture for his inattention or carelessness or something similarly vague. He knew, from experience, that if Balin meant to strike fear in Kili, the best way to go about it was put Thorin himself on the job. If it didn't come to that, then they both knew his indiscretions weren't too severe.

Kili took a peek at Balin's face, which was stiff in that way that didn't want to commit to amusement. "It won't happen again," Kili lied, and received a wink in return.

For as long as Kili could remember-which was as long as Thorin had turned a cold shoulder to him and Fili-the first mate, Balin, had been like a second uncle to them. That's not to say he let Kili get away with just anything, but twenty minutes stolen for a sunset was perfectly forgivable in practice. For show, he assigned Fili and Kili a late-night watch, knowing as well as either of them how lenient a punishment it really was.

Before he lumbered between them for his own cozy cabin, he leaned up to whisper something in Fili's ear, and Kili stared without shame before he disappeared below deck.

No matter how long they went without seeing land, Kili could always count on Balin to look tidy and whole; most of his clothing was showing its age, threaded with fine but dingy trim and the life lessons of the ocean's edges. Personally, Kili couldn't bring himself to care so much for the details of his appearance-certainly not every day-but he loved and admired the way Balin took care of himself. The only other member of their crew who went out of his way to look presentable was Fili. Kili made sure to tease him endlessly for this, so as not to give away the deep mixture of envy and respect he felt every time he watched his brother buckle his boots and his belt and pull his hair into a thick flaxen knot on the back of his head.

Now that bundle was falling in strings around Fili's face the way Kili liked best. Fili would tidy it up if he knew, so Kili kept his mouth shut, even though it fizzled on his tongue how the rakish sweep of gold made Fili look more like the real captain he would be someday.

Behind them, the tuneless noteheads of a practicing flute warbled.

"Bofur!" Kili called amiably as he sidled next to the shipwright. He waved a hand at Bofur's pipe. "Got something new for us tonight?"

Bofur leaned back in his seat and laughed. He pushed the brim of his floppy hat up with his flute and said, "Oh, lad, I don't think these old fingers could learn any new tunes even if I tried."

Kili's face brightened. "We could get out our fiddles and play along!"

"That sounds like a joy," Bofur said, relaxing further into his seat, "but I've got first watch. I heard you two are on middle, so you'd best get a good nap now."

"I could take a minute to-"

"No you don't!" Fili interjected. "You're not having any more fun tonight. You got me stuck with the mid-watch and you'll lie in bed until then, awake and bored you have to, and you'll like it."

He said all this with a broad grin, though, which made Kili roll his eyes before excusing himself. Bofur gave them a nod and began a bright dance on his flute which faded behind them.

Fili's and Kili's bunks were tucked near the ladder in the fo'c'sle. Thorin rarely gave his nephews special treatment, but when they laid immediate claim to the best bunks below deck, none of the other crew members had disputed them the privilege.

Kili climbed into the niche above his brother's and, after removing his boots, leaned carefully over the edge. "Aren't you going to sleep?" he asked. Fili was still fully dressed, though he'd released his mane to hang loose across he pillow. He stretched under one of Nori's maps, scrutinizing it closely.

"In a bit," Fili said without looking up.

Kili studied him for another minute. Before long, though, the pressure from the blood in his forehead began to verge on an ache. He flopped back on his thin cushion of blankets, covered his face with one arm, said a cheerful _good-night _into the woodwork, and slipped easily into sleep.

* * *

Kili's heart waxed and waned with the night sky.

He loved how it brought out the best in his brother. When Fili mapped it out with his fingertips it was all so elegant and clever and untouchable to Kili in a way that made him feel irresponsibly safe, like sitting on the floor with a bowl of his mother's colcannon.

Fili knew all the signs in the stars. Kili memorized the important ones, but Fili knew _all_ of them. So Kili never passed up a chance to climb the rigging and twist himself there, comfortably nestled in the folds of the canvas and the breeze, back-to-back with his brother where he could crane his neck toward the constellations and listen while Fili read them all like a story book.

It never bored them; the stars were always shifting, so the brothers tucked themselves away in a different corner of the ship every night and leaned back at a different angle and Fili knitted the little lights together with the same truth and the same passion every time. He never recited like a professor. He participated in the pictures the night painted for him.

Kili liked to make up new constellations, or pit the old ones together in fresh, fantastic myths. Out loud, his brother always grunted in protest, but the curl of his lips and the reflection of Kili's inventions in his eyes always betrayed Fili's joy.

"The dog is always chasing the fox," Kili would say, looking sideways at Fili to see how much he could get away with. "Maybe the fox was actually the one chasing the dog. Maybe the fox chased the dog all the way into the sky and laughed at him for getting stuck there."

"Maybe," Fili would answer. "Maybe the fox will let him come back down someday."

Tonight, relegated to the darkest and sleepiest watch, Fili and Kili nodded to Bifur-the taciturn blacksmith stuck watching the helm for the night-before ambling to the bow, where they burrowed shoulder-to-shoulder in the coils of rope, mostly hidden by the curtain of the staysail. The view of the deck was mediocre, but the view of the heavens was spectacular.

There under the lopsided discus just past a full moon, they settled back and got their bearings between the drift of the _Oakenshield_ and the outstretched arms of the night sky.

Kili spotted Sirius first, as usual, followed by the Big Dipper and the North Star. And Fili murmured that the dog was circling, and sniffing out what he would never see.

"Where's the dolphin?" Kili asked abruptly. "I like the dolphin."

"I thought you liked the dog?"

The dog was his favorite, Kili allowed, but he liked the dolphin too, and it was always harder to find. And because he could never deny his little brother, Fili craned his neck toward the quadrant where he knew the dolphin swam. His hair, still loose, draped across Kili's shoulder, where Kili gave it a playful tug.

"Stop it, brat," Fili scolded. "Lean over, then," he instructed, "and see over here?" he pointed to a spot just off to starboard.

The the starlight angles of the dolphin leapt from the ocean and hung there, rocking low over the horizon.

"He's the one who convinced that woman to marry Poseidon, right?" Kili asked.

Fili said yes, but that dolphin was also part of another tale.

Kili twisted so he could look his brother in the eye. "You're making that up," Kili tested.

"No, I promise," Fili shook his head earnestly. Kili narrowed his eyes, but knew well enough that by now, Fili would have owned up to any jokes or pranks. So he leaned back to look at the constellation again and asked, a little shyly, "will you tell me?"

Fili smiled and stretched out his legs and his eyes glossed over as he called up the story. "There was a man called Arion who wrote poetry and sang music. He was a great artist, and he spent years abroad perfecting his crafts, and he became wealthy. But he also grew homesick."

Lazily, Kili's eyes drifted to the endless water sprawled between them and the stars. He thought about the immeasurable distance between him and the dolphin, and between the dolphin and the sea, and how from the little stronghold of the _Oakenshield_, the air shrank, and all those things seemed within reach.

"Arion missed his home so much that he packed up all his riches on a sailing ship and set a course to return. But the crew was greedy. They mutinied and claimed his gold as their own and bound him up. They threatened to toss him into the ocean to drown."

Kili shivered.

"Arion knew his life could not be saved. So he made one last request: He asked to sing a dirge. The crew allowed it, and the song was beyond any beauty they had ever experienced. And, buoyed by immense pride, Arion flung himself in the ocean so that the crew could not kill him themselves.

"What Arion didn't know was that, from the heavens, the god Apollo heard the song, too, and it captured his spirit and moved his heart. He deemed that Arion should not die that day, and called upon the creatures of the sea to rescue him. When Arion fell into the water, a dolphin appeared, and carried him many miles to the safety of the home he longed for.

"Arion was grateful, and he built the dolphin a shrine. And Apollo was proud. He placed the dolphin among the stars so that mankind could honor him forever for his friendliness and his courage."

With that ending, Fili's voice dissolved into the sails and into the mist and the brothers took several minutes to look thoughtfully into the sky.

After a comfortable pause, Kili smiled. "He looks like he's jumping out of the water."

Fili nodded.

"Isn't he sad?" Kili asked.

"Have you ever seen a sad dolphin?"

"No," Kili permitted, "but _he_ might be. He's always stuck there. He'll never get back to the sea."

"Some of the stars were forced into the sky," Fili said noncommittally, "but not him. He's Apollo's dolphin, and Apollo placed him up there because he loved him. So, in theory, his home is the ocean ... but he's never even seen the ocean."

Kili leaned his head on his brother's shoulder and hummed in agreement.

"You know how dolphins are always playing games," Fili went on. "I don't think that dolphin needs to come back down. I think he's happy jumping just for the fun of it."

* * *

**-o-**

**Author's Note:** Here's a tidbit; I have not been this excited about a WIP in awhile! The story is outlined, but not written, and I would wager a guess updates will be slow. If you're interested, I post pictures and research and such on tumblr where I'm known as queenmab-scherzo :)


	2. Downhaul

**Summary:** Some peeks into history.

* * *

_Downhaul_

"What did Balin say?" Kili asked, following Fili's heels as they scaled the ladder to the main deck.

"What?" Fili mumbled groggily.

"Last night, after tearing me a new one. He whispered something in your ear."

Fili turned at the top of the ladder to give him a hand up and shrugged. "Just that he wouldn't tell Thorin about you being an idiot. Again."

Kili opened his mouth, an indignant comment on his tongue, but it immediately morphed into a violent yawn. When he opened his eyes, Fili was already half-way to the galley.

Ten minutes later, they had plates of food before them, and Kili didn't have the heart to protest, but he did eye his breakfast warily before nibbling on the edges of a hard loaf of bread, which looked gravelly and suspiciously second-hand. The salted pork smelled acceptable, but he held off until three other crew members had taken a bite before digging into his own. After finishing his own breakfast, Fili raised an eyebrow at his brother's half-finished plate and promptly swiped the leftover bread for himself. Kili sighed and pushed himself off the staircase; if anyone's stomach could handle a little questionable bread, it was Fili's.

"Best I've had in awhile, Bombur," Kili smiled as he reached into the galley to hand his plate back to the cook.

No sound came out but Bombur must have chuckled, because Kili could see his belly shake. "What are you trying to say, pipsqueak?"

"Oh, you know I love all of your cooking," Kili said with a hearty laugh.

Bombur called everyone pipsqueak, probably because everyone _was_ a pipsqueak compared to his stature. He filled almost every corner of his little galley. When he worked, his front touched the stove and his backside touched the sink and he had to store everything in cupboards above his head for lack of ability to reach below his waist. Despite this, he cooked with the skill and efficiency of a dozen Sussex housewives. Rotating on the spot in his tiny fortress, he could pull down spices and wash beans and chop vegetables and roast meats all seemingly at once, while carrying on an earnest conversation with any member of the crew-even his poor cousin Bifur, who only spoke a complex dialect of Byzantine Greek.

"No more rat problem, then?" Fili asked as reached over Kili's shoulder to return his dishes.

Kili thought about his pockmarked loaf of bread and and tossed a worried glance at his brother, who didn't notice, or pretended not to.

From behind them, a voice stampeded and kicked up gravel. "Of course he hasn't had a rat problem."

"Mister Dwalin!" Kili grinned until he felt it in his ears. Dwalin's face didn't smile-it was carved out of rough-hewn marble as ever-but the corners of his eyes twitched and he threw an arm around Kili's shoulders.

"Did you shoot all the rats yourself?" Fili joked, leaning against the doorframe. "Because I think the carronades would be a touch overkill."

Something between a chuckle and a growl reverberated in Dwalin's chest, still pressed against Kili's shoulder. "Didn't have to. That's what Grasper and Keeper are for."

An amused frown passed over Fili's face when, without warning, Kili heard a rush of air and a roared curse and felt a sudden splash of heat from the kitchen. He spun around and greeted the sight with an incoherent shout; a towering pillar of fire vaulted over the stove, reaching for the shelf above and threatening Bombur's ginger beard. Kili leapt backward into Dwalin, who didn't flinch, and eyed Kili with an unaffected scowl.

With the unreasonable calm that comes from experience, the cook reached from nowhere to procure a heavy linen. He threw it over and doused the flame, but Kili couldn't stop staring at the stove with his mouth hanging open. A phantom beacon of light pulsed on his vision in the spot where the fire had disappeared.

Kili let out a huff of air, hot against his lips, and felt a completely inappropriate and slightly frantic grin pulling at his cheeks. He clapped a hand over his mouth. Dwalin snorted.

"Ex_cuse_ me?" Bombur thundered. "Go on, then, the lot of you! Look what you've done! I should have expected trouble with the three of you all in the same place!"

Kili's eyes widened, and he glanced at his brother, who looked just as flabbergasted.

Dwalin pulled them in by the shoulders and steered them away toward the quarterdeck, leaving Bombur's curses behind, the wheezing bellows of an emptied pipe-organ carried away on the breeze.

They slowed to a halt mid-deck amid the crowded bustle of sweat and shouting and callouses and complaints, where they went entirely ignored.

"Thorin's asked after you boys," Dwalin growled and gave him a long look that asked more questions than it answered.

Kili's heart picked up speed. He tried to smile, but he was suddenly conscious of every tiny muscle around his mouth, and couldn't control them all at once. Thorin and Dwalin were each fearsome enough on their own; Thorin speaking through Dwalin was like fighting a fever in a thunderstorm.

"He's tied up with Nori all morning," Dwalin jerked his head toward the helm, where stood the silhouettes of their captain, their helmsman, and their navigator. "Something about docking within the week," Dwalin went on, mostly addressing Fili. "He asked you to have a look after his firearms. Give them a once over. Take them down to the blacksmith if you have to."

Kili's shoulders relaxed ever so slightly, like a cat with the capability but not the need to pounce. Dwalin fixed him with a stern stare. Licking his lips, Kili dipped his toe in with a joke. "Isn't it the gunner's job to handle weaponry?"

Dwalin huffed, the closest he usually came to outright laughter. "Told the man I've got better things to do."

Fili cleared his throat loudly. "Tell him we'll handle it straightaway."

Dwalin grunted and turned to leave. In his wake, the small anonymous members of the crew scattered.

When he was a child still playing with wooden guns and asking the same nonsensical questions over and over, Kili thought that Dwalin himself brought thunder and rainclouds. From where he stood over everyone-miles high, according to Kili the child's calculations-the crackle in his eyes and the rumble and the fog that rolled with his incessant glare held an almost mythological wonder. And whenever he came to visit, Kili's father and Thorin both went missing with him for days.

Later, Kili grew up and grew tall and got to know the clouds for himself. He learned that, though Dwalin didn't cause them, he held them close, wrapped around him like the low-hanging cirrus over a mountain peak, the kind that clear away once in awhile if you know when to look.

* * *

Kili flopped backwards across his uncle's bed. He closed his eyes, sighed deeply, and felt his spine unwind on the downy mattress. Thorin's bunk was buttoned up into a corner of his cabin, but it was still much longer, wider, and softer than any of the barracks below deck.

"_Kili_," his brother's voice was deep yellow with warning.

"_Fili_," he mocked, but otherwise ignored him. He took another deep breath of the stuffy captain's-cabin-odor, a combination of salt and wax and stacks upon stacks of old paper.

Fili huffed and nudged him with the toe of his boot. Kili cracked one eye open. "Can't we save the work for later?" he whined. "Thorin won't be back for hours and this bed is ... like sleeping on the ocean itself."

"I bet it is, Socrates."

"Seriously, c'mere," Kili groaned, reaching blindly for his brother's shirtsleeve to pull him onto the mattress. Fili resisted. He stumbled and cracked his head against a beam and squawked in protest. A bulky leather-bound book toppled from above them, crushing Kili's ribs and knocking all the air out of him.

"Oi! The hell was that for?!" he coughed breathlessly.

"Serves you right!"

Kili shoved the book off of his chest with a whimper. "God, I won't be able to sit up straight for a week."

"Don't give me that, I won't be able to _see_ straight!" Fili retorted, brushing his scalp gingerly with his fingertips.

Wincing and sucking in short breaths, Kili rubbed a hand across his sternum. He pulled himself up onto an elbow and glowered at the offending book where it pressed a dip into the mattress next to him.

"What is it?" Fili asked as he perched on the edge of the bed.

"I think it's a mortar bound in leather," Kili grumbled, still clutching his ribcage. He grabbed the back cover, opened it against his leg, licked the tips of his fingers, and began flipping pages, each one thick and crinkled from years of moisture. "Lists. Lists, lists, lists."

"Stop!" Fili shouted and jammed a thumb between the pages. He eased the book out of Kili's grasp and onto his own lap, where he smoothed out the paper and ran a knuckle down one of those lists. Already losing interest, Kili let his gaze drift to the guttering candle across the room.

"It's a record of the _Oakenshield's_ seafaring conflicts," Fili muttered.

Battle records. Kili whipped back around to face him, a wordless question escaping his lips in a huff of air.

"Look," Fili put an arm around his shoulders and pointed. The navy ink was smudged in places, but Thorin's script was precise as ever. "This was a one-on-one encounter. The _Oakenshield_ and a little sloop flying Smaug's colors." He looked up at Kili, a light flickering under his lashes. "Thorin sank her before they ever found out the name."

Kili pressed his lips together and forced back a grin. That certainly sounded like his Uncle. Then like a puff of wind a thought dawned on him, and he gasped (and swallowed down the subsequent twist of pain in his lungs) and gripped Fili's shoulder. "Go back, go back!" He fumbled at the stiff pages, earning some scolding about ripping the paper which he avidly ignored. "Fili, if you go back, you might find Smaug!"

"Well, yeah, most of these are-"

"No, numbskull, _the_ Smaug! At the Lonely Harbor!"

Fili's eyes widened comically. Pride simmered in Kili's veins as the understanding lit between them. Two decades of secrets and reprimands and dismissals, and now they had their history spread between them, a weight in their laps of all the unanswered questions, and maybe it wasn't in Thorin's voice but it was irremovable here in his heavy handwriting. In unison a hush settled over their hearts, as though the record might scurry off if they startled it. Fili carefully turned backwards in the book, scrutinizing each page, no matter how short or long the contents.

Then he pulled a page back and they both _knew_ and Kili felt his insides melt. He leaned in until their shoulders touched, pain in his ribs long forgotten. Spread across both pages that lay open were untidy scrawls and unsteady lines and annotated margins and a field of tiny lettering.

"'The Sacking of the Lonely Harbor'," Fili read carefully. His fingers hovered, reverent and chaste, over the inked title. Kili swallowed hard and stared at the list of ships who participated in the conflict.

There were the attacking forces, led, of course, by Smaug himself; his towering flagship _Dragon_; his brigs, the _Magnificent_ and _Tremendous_; the schooners _Chief_ and _Calamity_ and _Terrible_ who lived up to their names in vicious deeds; and furtive little sloops called _Dread_ and _Wealth_. Kili hated the names. They didn't mean anything except a sinful family tree.

All their captains were listed as unknown. Kili felt something burn under his skin and part of him wanted to find out those names and hunt them down and twist a knife between their ribs; and another part of him felt a ferocious satisfaction that all those men would crumble unremembered in the records of history.

His eyes slid down the page to the familiar names, his family in all directions. He brought a hand up to his face and bit down on one knuckle and tried to imagine the massive frigates _Erebor_ and _Arkenstone_ in their prime.

Their ships had beautiful names, rich and savory on the tongue; _Mithril_, _Iron_, _Gold_ and others. He recognized Balin's father there, and his own grandfather, and even his great-grandfather, all men he had never met.

Kili felt a steely vice around his heart as he stared at the numbers and the letters and the unknowns and the names; names of legendary relatives and revered ships; names he grew up with in passing and pronunciation though never an explicit definition.

"Who's Girion?" he murmured, but didn't receive an answer. He gradually registered that Fili was reading out loud. Skimming, really.

"'The _Dragon_ descended upon us in the night,' ... 'sailed on winds like a hurricane coming from the North'," he swallowed and glanced up at Kili. They took a deep breath together before Fili continued, "'caught off-guard,' ... overrun'."

"What does it say about ... ?"

Fili read his mind: "Here. 'The frigate _Erebor_, 38, sailed out of harbor under her own volition under Captain Thrór,' ... 'later found to have sustained irreparable structural damage'."

Kili squirmed, then pulled one knee up to his chin. "What about the _Arkenstone_? She got out, didn't she, Fili?"

"Of course," Fili assured him, "it says here the _Arkenstone_ was intact at the time. But Balin's talked about her, she's disappeared with grandfather. No one..."

He trailed off. Kili knew what he was thinking. No one ever talked about Azanulbizar around them except one time, a mistake, when Balin and Thorin waged an argument and Fili and Kili cowered around knee-level. Kili had been too young to understand their shouting, but that night Fili had patiently explained that they'd been talking about grandfather. Thráin and his _Arkenstone_ had slipped through the cracks of gunpowder and smoke and debris at Azanulbizar and not been heard from since.

Kili fumbled again with a handful of pages and Fili didn't have to ask why. Several quiet, dusty moments later they had spread the book open to the record of Azanulbizar in full.

Bile started to simmer in the back of Kili's throat and he felt his brother go rigid at his side. For some reason his eyes couldn't break past Azog. He backtracked and sucked in a breath and went letter by letter and still he came upon that name and broke against it like a seawall.

**_the Vessel Her captain_**

_Defiler_, 32 Azog  
_Gundabad_, 24 Bolg  
_Goblin_, 22 unknown  
_Necromancer_, 22 unknown  
_Warg_, 12 unknown  
_Spider_, 8 unknown  
_Crow_, 8 unknown  
_Bat_, 8 unknown

Kili realized his head was shaking. "These too? They're _all_ unknown?" he breathed in disbelief.

"Not ours," Fili choked out.

Kili scanned farther down the page to the list of defending forces.

The scrawls there turned his stomach. If legend and mystery and revenge footnoted the Sacking of the Lonely Harbor, Azanulbizar was irrevocably linked to tragedy and nights of empty armchairs next to cold fireplaces and unfinished bedtime stories. The name itself, Azanulbizar, was an elegy out of time, and many of the captains' names listed there were names his mother and his uncle refused to speak. Kili looked at them now, dazed, like it was a foreign alphabet, worked his tongue around the syllables silently, and committed every scratch and curl of his uncle's penmanship to memory. Until now, he never knew how to spell Frerin's name.

He tilted his head back to catch any rogue teardrops on his eyelashes.

When Fili's voice dropped in the silence it was hoarse and caught on the loose threads of Thorin's quilt. "I've never heard of ... I mean, I didn't even know Frerin fought ... or the name of his ship? That's beautiful, the-"

Kili gasped suddenly and interrupted. "Did you know mother was there? Did you know she was-a _captain_?"

The grainy creak of wood-on-wood cut him off. Then footsteps thundered above them and around them and Kili's heart skipped a beat. He'd completely forgotten about the possibility of being caught, and if it was Thorin himself...

Kili lost his breath. He and Fili both whirled in their seats and the record book nearly toppled to the floor. They grabbed at it, hooking fingertips around the cover, when suddenly the door to the cabin flung inward and an arc of natural light spilled across the room around the warped outline of a man.

Kili stared at the doorway. He didn't even have the presence of mind to close his mouth. His eyes felt white and dried out and he probably hadn't been this guilty since the time he'd been caught chasing Fili with a rapier and a little red flag before either of them had turned ten years old.

And he had no reason to feel guilty, either, but there it was. Balin stood tall like he always did with his broad shoulders thrown back and a laugh trembling on his wiry white beard. He was dressed for the unique, misty chill of an overcast open sea, his hands hooked on the fraying pockets of his maroon overcoat. As soon as he locked eyes with Kili, his chuckles faded back into the creases around his eyes, which deepened now with concern.

"Lads? Didn't expect to find you here." Fili and Kili exchanged an uneasy glance and Balin frowned before continuing, "Did...something happen? Why, the pair of you's as tense as the bobstays."

"We were ..." Fili started, adjusted his collar, and went on, "Thorin sent us to check his handguns and take them down to Bifur. And we ... that's why we're here," he finished lamely. Kili cringed.

Balin raised a bushy eyebrow with obvious skepticism. "Fairly certain the captain doesn't store his weaponry in his bunk," he said, his eyes drifting toward the opposite corner of the room, where Thorin's pistols lay untouched.

Self-consciously, Kili cocked his elbow as if he could hide the giant tome in his lap from view. Of course Balin's gaze flicked down to the pages clutched there. Kili watched while Balin pieced out the puzzle in his mind and for some reason he felt like none of his breaths were big enough.

"What have you got there?"

And Kili flinched, even though he immediately felt silly for it, because Balin's voice had softened to something easy and approachable and room-temperature.

Without turning around, Fili guided a hand to cover Kili's and in an impressively solid voice he told Balin, "when we came in, we accidentally found this book. Of records. Of the _Oakenshield_."

Looking in Balin's eyes made Kili's nerves shrink, so he fixed his gaze on Balin's chin, where he caught the subtle drop of his jaw, followed by a quirk of his lips. None of this made Kili's lungs work any better.

"I suppose they weren't expense records," Balin stated. Kili bit down on his tongue.

"Conflicts," Fili said as he slid the book out of Kili's grasp and shut it carefully.

Balin nodded thoughtfully. He closed the door behind him and darkness ate up the corners of the room that candles couldn't reach. He crossed toward them and accepted the tome when Fili handed it to him, brushing a fingertip across the untitled cover.

When Balin spoke, it lit something clandestine and permanent between them. "These records don't belong just to the _Oakenshield_. They go back to _Erebor_."

Kili swallowed down an involuntary moan and sat on his hands. He felt eight years old again, the ineffable, childlike image shaping behind his eyes of an Erebor he had never seen; it was a great square-rigged mountain crowned with particolored streamers, and the waters around her sparkled like treasure, but everything had an indistinct blur, and the edges of the image were curled and yellowing.

Fili licked his lips and lifted a hand toward the book, then balled it into a fist as if to hold himself back. He breathed harshly through his nose. "We saw Smaug," was all he could manage.

"And then we looked up-" Kili bowed his head.

Next to him, he could feel a shudder pass through his brother's shoulder. "Thorin and Frerin were both there?" Fili's voice broke with diffidence. "And mother? At Azanulbizar?"

Balin smiled, a hard, wistful thing like an old hollowed-out hull. "It was aboard the _Oakenshield_ at Azanulbizar that your uncle made a name for himself."

"Thorin never told us that," Fili said.

Kili laughed bitterly and bent forward to rest his face in his hands. "Thorin never told us _anything_."

Fili gave him a hard shove, but then he rested a hand on the small of his back, and Kili could feel his fingertips shaking where they curled into the white linen.

Balin told them it wasn't his place. He said some things are hard and some things hurt too much. He gave excuses Kili had heard many times before from their mother and their uncle and their father and even Fili, when his little brother started stepping on his heels and pulling too hard on his shirtsleeves and asking incessant questions. "I'm sure you didn't come in here to listen to me ramble," Balin concluded. He glanced pointedly at Thorin's weapons where they lay ignored.

They quickly escaped Balin's judgment, Kili holding the door open for his brother, whose hands were full with firearms. He noticed Fili shoot a long look over his shoulder, and an old ember glinting in his eyes.

* * *

**-o-**

**Author's note:** hello, universe.

If you're interested, I post pictures and research and such on tumblr where I'm known as queenmab-scherzo :)


	3. Course

**Summary:** New players take the stage.

* * *

_Course_

It wasn't a forge so much as an alcove stacked with specialized tools. Although it would be nice to perform thorough blacksmith work aboard a ship at sea, no sailor was willing to tempt such a fate; the thought off-hand of suddenly finding oneself aboard a pyre of towering flame thanks to an errant coal simply wouldn't ever be worth the risk. Therefore, when wandering the open water, blacksmiths did what they could to repair weapons without the help of fire and molten metal. Bifur was exceptionally good at it, and if working with haphazard equipment in a makeshift workroom annoyed him, Bofur was the only person who would ever understand his complaints.

As usual, Bofur was holed up below deck with his cousin. They leaned into each other, deep in conversation, while Kili waited stiffly for the right time to interrupt. Fili was gone to the world.

When Bofur looked up and turned on them with that perpetual smile and asked what they needed from the blacksmith, Kili stammered and glanced at his brother out of the corner of his eye.

Fili was staring absently at the pistols in his hand, eyes glassed over. Kili said his name twice before Fili's gaze snapped up, blinking away the sluggish aftereffects of unanswered questions. Kili's throat burned, and then he felt a faint rush of something he didn't recognize, something exposed, and he suddenly wished Bifur and Bofur weren't in the room.

"Is ... is everything alright, lads?" Bofur asked gently.

Fili looked between him and Kili, deep creases in his brow. He said _yes_, though Kili wasn't convinced he'd heard the question. Kili stepped forward to take one of the firearms from his brother, and gave his hand a quick squeeze in the process.

He passed the weapon over to Bofur, who was optimistic and nonchalant about the repairs, as always. Smithing jargon rolled off his tongue and Kili didn't bother trying to pick it up.

Just as they turned to go, he glanced at Fili, fidgeting distractedly in the shadows. Kili swallowed and took a deep breath before asking, "Do you know much about Azanulbizar, Bofur?"

The effect on the room was swift and dark.

From an unknown corner, a low whine rumbled, gruff and animalistic and quavering where it might fall off the edge; it soaked into the wood so naturally that it might have been Kili's imagination. His first reaction was to scan the floor around his feet for a wounded cat. Then movement in the corner caught his eye. Bifur had melted into the shadows until the only part of him Kili could pick out was a streak of silver in his beard dripping from his ivory teeth. Those, too, folded into the darkness when Bifur bent at the waist and let out another tremulous growl.

Something brushed Kili's arm and he started. Bofur had taken his elbow. In a low voice he explained, "my cousin was there."

Kili blinked. He'd completely forgotten his question in the curtain of tension.

"He saved your uncle's life," Bofur threaded that tension with a needle.

Bifur muttered something in a barbed foreign tongue. His face appeared, ghostlike, over Bofur's shoulder, and Kili felt his blood quail. He looked between the cousins; Bifur's predatory axehead eyes and Bofur, the animal trainer who trusts the animal more than the innocent bystander.

Lit from below, Bifur's face was gaunt and carved out of a pale sandstone. The shadows cut across bones and shivered until he looked hollow and temporary. A gnarly white crag of scar tissue crawled from his left eyebrow and disappeared up into his hairline, thrown into relief by the flickering candle until it moved like some restless, many-legged insect squirming against his skull.

"Perhaps we ought to take those off your hands, Fili," Bofur said stiffly, but not unkindly. Bofur had probably never been unkind to Fili or Kili in their lives, even when they'd earned it.

Without a second thought, Fili obeyed. He shot Kili a meaningful look and they gave hasty farewells. The rapid drumming of a Greek patois lapped at their heels as they retreated to the main deck.

* * *

The _Oakenshield_ always reaped reverence and undivided attention when she docked, at least in these small, anonymous parts of the sea. Most boats in port had one diligent mast as opposed to the _Oakenshield's_ three. Her silhouette against the horizon made for a more imposing figure than most ships in person, especially at any hoary fisherman's haven like Hobbiton.

Kili liked to venture up into the rigging, high enough to stand above the melee and low enough that he could still pick out the wide eyes and awed faces on the coast, every time they approached shore. The _Oakenshield's_ fifty meters outdistanced everyone by at least three times, and the masts of little fishing boats and freshwater sailing ships just brushed Kili's nose from his perch above the topgalant.

This time, when his name came blaring from below, Kili couldn't afford to ignore it; as their rigger, he was obligated to tie up sail and bring the _Oakenshield_ to dock, and no one else knew the lines as intimately as he did. He'd be lying if he said he didn't notice the cabin boys stare while he wound an effortless path from the mast to the deck.

Sailing into harbor always brought Kili a special thrill of satisfaction. Once they actually docked and put feet on land, he'd immediately begin to miss the roll of the ocean and the way salt rode on the wind and stung his lips and his eyes. But actually breaking that barrier between the open water and the flock of low-flying boats in the shallows of port made Kili's throat close up with something like pride and awe. Now, where he was poised between the lines with his rigging crew on the foredeck, he bared his teeth with the wish that he could be up among the topsails, just to see this view. A field of black, toothy masts started to emerge in the mist and something fierce tried to claw out of his chest.

Kili had heard stories about the great inland cities, like Paris and Edoras and Rome and even as far as Minas Tirith. Bofur said they were vast and magnificent, that if you looked over them from a high enough window, you could stretch your hand out and lay a palm across the spines of tall buildings and church spires-and then one hand would never be enough, because the leafless forest blanketed all the land in sight until the horizon swallowed it away.

Kili had never seen a city like that, but when he tried to picture one, it usually resembled a sun-ripened wharf teeming with tall ships, the skinny striplings of masts black against the sky, a thousand steeples bobbing on the water. And he kept his mouth shut because Thorin would berate him for comparing, but the _Oakenshield_ was a gem among the rest; a cathedral that spun into the clouds and dwarfed the little boats rocking around her knees.

* * *

Less than an hour later, Kili set clumsy foot on land, where the air hung dry in lifeless curtains and when he sucked in a breath, it felt like nothing at all in his lungs. He was weightless and out of balance. The constant motion of the water rocking against the dock disoriented him, and with every step the ground came sooner than he expected.

He threw an arm around a mate for stability, but everyone scurried down the marina at a different speed and several men slipped by while he stumbled. Spinning on his heel with the finesse of an obese bartender, he scanned the passing faces and heaved an exasperated sigh. He hadn't seen Fili since rounding into port.

While Kili searched for his brother, most of the crew swept by, eyes zoned in on the brothels closest to dock. Someone grabbed his elbow and nearly knocked him into the water.

"Come on Kili," Nori said with a lascivious wink. His distinctive auburn hair and ratty tricorn hat both leaned carefully askew.

Kili shook his head and laughed, followed Nori's gaze where it fixed on a crowd of seedy young women, and felt his stomach spin when he realized he didn't have a ready excuse. "I'm-no, I'm going to, um..."

Fili appeared beside him, his rescue as always, and Kili breathed again.

"What do you mean 'no'? Come on, just tonight?" Fili swayed gently, his hip knocking into Kili's with a lack of care that lit a rage in his gut. "Come out to the Buckle. It's just me and Nori. Maybe his brothers. Why don't you come along for once?"

Kili glowered. "You know why," his voice cut through his teeth. A flush crept up his ears and he glared at his brother, pouring all his anger and embarrassment into the whites of his eyes.

Fili gaped back at him. His mouth hung open. It wasn't so much a silent conversation as a silent tongue-lashing followed by a sudden flash of understanding, and when the pages of guilt unfurled across Fili's eyes, Kili felt his head begin to cool.

Nori's face was a vague mixture of confusion and apathy. "What are you-"

"Sorry, Nori. Kili and I are going out alone," Fili answered. Then he leaned in heavily on Kili's shoulder and said, with the profoundly earnest nature of either intellect or inebriation, "We'll find a _good_ tavern."

Kili rolled his eyes. Of course Fili had already gotten drunk.

And, luckily, he didn't have to answer, because from nowhere Balin approached them, pulling them in close with news from the captain.

"There's to be a meeting at the tavern on the corner tonight," he murmured. "Thorin's catching up to a-well, an old friend. A messenger brought news, and Thorin asked for ..." he nodded with a great meaning in his eyes that Kili knew his brother wasn't catching onto. "Oh, bother it all. I'll see you tonight at Bag End. Don't be later than midnight."

And then Balin was gone, presumably to pass on the news to their friends. This whirlwind brought more unease to Kili than rough waters. The only "old friends" Thorin had that Kili knew of were members of their crew. Who could have sent such urgent news, here, now, within seconds of the _Oakenshield_ roping off to dock? It was like a frightening magic. A brief coil tightened in his stomach at the thought that an old enemy could have caught up to them. Kili shuddered, and immediately, Fili's arm curled around his ribs.

Kili took a deep breath and turned to take in his brother's state, slightly off-kilter but no worse for the wear. "Let's get you a drink," he said flatly. _Of fresh water_, he added silently.

"That sounds magnificent," Fili grinned, and his forehead fell onto Kili's shoulder.

* * *

Once Fili could walk steadily without the assistance of his brother-long after the sun had set-they seized the main street in search of Bag End. Outside, the air reeked of alcohol and a few days' worth of fish, and when Kili tried breathing through his mouth, a dusty tang coated his tongue. Whispers of _Captain Longbeard_, as Thorin was known in these parts, traced their footsteps all down the cobbles. Several well-endowed women swayed in their path and bit their too-red lips and looked them up and down without shame. Kili knew very well how long they had to wait for the likes of a solid 16-gun schooner and its 80-man crew to dock at Hobbiton.

"For God's sake," Fili muttered, "why would you pick up a girl from the gutter when you can just as easily visit the whorehouse?"

When one woman snagged her long, painted claws into Kili's sleeve, his brother batted her arm with a snarl and quickly steered Kili away.

After wrapping up four blocks, Fili started to whine. The last lighthearted effects of alcohol were wearing off, and he crabbed that if the sun was down, he ought to be, as well, and at any rate this "Bag End" was supposed to be on a corner and they'd passed more corners than he could count and seen no sign of such a place.

"I'm not tired," Kili said rather pointlessly. Suddenly he struck out with his hand and snatched a pickpocket's wrist from the air from behind him, gave the scrawny boy's forearm a good twist, and scolded him soundly, using so much colorful language that the urchin tripped over himself to get away. Grinning, Kili turned around again and ran face-first into his brother, who was standing very still. He shot Kili a half-hearted scowl and pointed across the alley.

Kili squinted at the crooked, homey building on the corner. Somehow, though it sat on an intersection, it held about it an air of privacy. It was tucked away in plain sight, two compact stories, ancient and bending at the corners, but extremely well-kept. The door was warped beyond its original rectangular form from weather and water, but it fit staunch and secure on thick, well-polished hinges, and a large brass handle stood proudly in its center. A perfectly round sign swung just above the door, painted a deep, life-like green. The name, _Bag End_, shone against it in scrolled gold letters.

"What kind of tavern keeps its door closed this time of night?" Fili wondered.

Somehow the sight made Kili smile stupidly. He bounced up the steps, three soft, worn-down slats that bent in the middle under his weight, and rapped on the front door.

Fili shook his head and his eyebrows knit together. "Who knocks on a tavern door, you-"

The door creaked open and a very small man with curly hair and an embroidered vest greeted them with a frown. Kili grinned. The man frowned more deeply.

"Is this Bag End?" Kili asked cheerfully.

The man's lips parted, but no words came out. His eyes narrowed and he glanced up at the sign above the door. "Ye-es," he said slowly.

"And you must own the place!" Fili said from over Kili's shoulder.

"I do," he replied, closing the door just a few inches.

Kili beamed. "Well, that's grand! We're expected here soon, you know-"

"No, no, no, you're not," he said, and Kili had to throw out an arm to prevent the owner from shutting the door in their faces. "_No one_ is expected here."

Kili shot his brother a worried look. Balin had seemed so determined to have this meeting. What if Thorin had cancelled, or worse, the mysterious _old friend_ had dragged their captain off to some other dodgy corner of Hobbiton where-

"Oh, look!" Kili cried, and pointed over the owner's shoulder. "Balin and Dwalin are already here, then. Let's join the crew!"

"_Crew?_" the short man asked weakly.

Fili clapped his brother on the back and Kili let out a huff of nervous laughter he didn't know he'd been holding in. Worries forgotten, he pushed past the stodgy owner, took in his surroundings, and almost giggled out loud. The bar inside was even merrier than Kili expected, after seeing its exterior. It was in perfectly baroque disarray; following no recognizable pattern, the mismatched tables popped from the brick floor like mushrooms, each dressed in woodsy greens, mellow golds, autumn crimsons, and every other deep color from past generations. Knick-knacks and oversized lamps and stacks of leather-bound books and pewter tea sets and half-melted candles studded every spare surface of the main room. Behind the bar, rows of glassware and bottles of liquor and kegs were settled around a roaring fire. Kili thought he'd never seen anything so wonderful before on dry land.

Then he saw Balin and Dwalin helping themselves to an aged port from a back room and let out a peal of laughter.

"Pour me one, while you're at it!"

The owner spluttered. He let out a few apologies and _I-don't-mean-to-be-blunts_ and _that's-my-good-ales_ and a loud indignant _now-listen-here_!

Before anyone could stir up more fuss, the heavy door swung open and Dori, Nori, and Ori helped themselves inside, Dori laughing loudly at something Ori was imparting while Nori stomped mud off his boots against the doorframe.

By now the owner was coming unhinged. Kili did him a great favor by yanking his brother along behind the bar and pouring generous drinks for everyone.

"Excuse me!" the owner said, a hand clutched over his heart. "You'll drink me straight out of business!"

Kili laughed and Fili shouted over the din, "out of business? We're the only ones here!"

"I have _regulars_," he replied indignantly. He was interrupted, though, by another knock on the door, and soon Kili was passing down pints for Oin and Gloin at the end of the bar. Dori nudged Fili aside to put a pot of tea on the fire, and Dwalin was already on his second ale.

Before long, Bifur, Bofur, and Bombur had arrived, carrying a loud bilingual conversation with them from the doorstep. The tavern seemed to shrink once filled with their recently-landed and exceptionally boisterous crew. The heady smoke of several lit pipes, candles, and good company hung around the rafters. Bofur leapt atop a table with his flute and soon a jaunty tune permeated the air, accompanied by stomping and several different lyrical interpretations. Kili pulled himself up to sit on the bar, his legs dangling over the edge in time with the music. Fili settled next to him and pointed out the owner fluttering around a table while it wobbled dangerously under Dwalin's weight.

The door opened again and Kili leaned around his brother to see who had arrived. He stared for a long time at the open doorway. He had to assume this was the "old friend", but for the life of him, Kili couldn't imagine where his uncle would ever meet such a man.

The stranger was old and reedy, swathed in a traveller's robe and fraying clothes underneath in all the shades Kili had ever seen among the clouds. His silver hair seemed to defy gravity and his beard, which stretched to his collar, caught every whisper in the air. He looked not so much like a sailor as something straight out of the ocean itself. His eyes peered around a large nose and when he caught Kili's gaze, he almost felt like they were sharing an old inside joke.

"Gandalf!" the owner shouted. "Are _you_ the one behind this lot of scoundrels?"

The reedy stranger chuckled and winked. The owner threw his hands up in frustration. He bustled over to Fili and Kili, rapping their knees with a towel and barking, "Off! Off my bar! I've-only-just-cleaned! _Off!_"

"You'll have to forgive them, Mr. Baggins," Gandalf apologized as the brothers slid to their feet. "I suspect the deck of a warship is no place for teenagers to learn manners."

"I'm twenty-three, thank you!" Fili said, while Kili smiled down at their portly host. "_Mr. Boggins!_ You never told us your name!"

"Baggins, it is," the owner corrected him, "Bilbo _Baggins_, pleased to meet you, and I'm ever at your service." He spoke quickly and though he addressed Kili, his eyes were fixed on Gandalf in a glare.

And just then, as Kili was mid-laugh, the walls and windows rattled with a bang of the heavy front door. The music tinkled into silence and everyone swallowed down their smiles. Thorin turned slowly on the spot, removing his leather gloves one finger at a time. He shook his mane of raven hair out of his face and leaned back to scan the room. His eyes grazed over his nephews, and Kili unconsciously straightened his shoulders.

Kili always forgot how tall his uncle was-taller than Gandalf, in fact-and seeing him now in this cozy setting threw Kili off-balance. Thorin was broad and wild and briny and dampened half of the light with his intrusion. He brought something brackish and cold, as if he were indivisible from the sea and the foam and couldn't be contained on land. His expression looked about to break everything in Bilbo's delicate tavern; Thorin's face was all rock and sharpened to a point, his eyebrows pulled down in a permanent challenge. He was the kind of man that no one questions.

"My dear Bilbo, I think we'll just sit in for a drink, if you don't mind," Gandalf said.

Bilbo seemed unable to take his eyes off Thorin.

Without a word, his uncle shrugged off his heavy wool coat and thrust it into Kili's arms on his way to his first mate. Kili hugged it to his chest and followed to the middle of the room, where Nori and Bofur were pushing tables together. The silence weighed heavy with questions, but Kili held his tongue as he took a seat next to his brother.

Gandalf settled himself next to Thorin at the head of the table and asked if he had a map. Thorin nodded at Nori, who swiftly procured an old parchment from one of his many pockets, unfolded it with a flourish, and spread it across half of the table. Bilbo hovered behind Gandalf and looked at each of the sailors in turn, afraid to ask the questions so obviously hanging there to be plucked out of the air.

"Would you ... like a light?" he finally managed.

Thorin waved him back. "We've nothing light to discuss."

Gandalf glanced between them and then cleared his throat, a warm sound like coffee with cream. "Far away to the west," he began, leaning back in his spindly armchair, "lies the Lonely Harbor. Thorin and his Longbeard ancestors called that place home for many decades."

"Until that great brute ran us out to sea!" Dwalin rumbled.

Bilbo shot Gandalf an astonished look. "What-what kind of great brute?"

"That would be Smaug," Bofur interrupted, "one of the fiercest and evillest raiders to ever sail the Mediterranean."

Bilbo swallowed. "In that case-of course. Well, I think I'll just put another pot on."

Thorin watched him go before leaning in conspiratorially. "Be plain with me, Gandalf. Don't waste my time with this Lonely Harbor business. We all know very well the crimes that Smaug committed, and _you_ know very well that we can't do anything about them. Why have you called me and my best men away from our ship?" He looked up. "And my nephews," he added as an afterthought.

Kili pursed his lips.

Gandalf nodded sagely, took a puff from his pipe, and tapped a knuckle before Thorin on the table. "I have heard news of the _Arkenstone_."

Kili's mind ground to a halt. Around him, the table erupted in whispers; Ori ducked in to ask Dori to explain, Dwalin clapped a hand on the table with angry growls, and Bifur launched into a monologue that no one understood, since Bofur was busy pulling himself back onto his chair. Thorin bent forward and a hush fell over them.

"Is this news reliable?" he croaked.

"As reliable as any news that sails across the sea."

Kili's stomach clenched.

"The _Arkenstone_ lies at anchor in the Lonely Harbor. Smaug has her bundled up in the center of the bay," Gandalf continued. "It is said that she dwarfs all of Smaug's fleet, and he aims to refurbish her as his flagship."

Thorin opened and closed his mouth several times. Kili watched him closely and tried to keep his breathing steady. Balin was the one who finally spoke. "Was there any news of her captain?"

"None."

Thorin looked so long and hard at the map that Kili worried it might catch flame.

"Eighteen years I've waited for such a sighting," he whispered.

His uncle's expression might be something like pain, but Kili had never seen such a thing cross his face before. He found it difficult to watch. Instead, he scanned the rest of the men around the table; Dwalin, who ran a tongue along his teeth like a hungry animal; Bofur, the little pinpricks in his eyes flicking from Gandalf to the map and back; Balin, fingertips scratching at his white beard; Ori, his face exceptionally pale; and Fili, whose lips were curled back in deep concentration. His eyes caught Kili's and his brow furrowed as if he'd suddenly found a new part of his younger brother's face.

"The _Arkenstone_ belongs with me," Thorin declared. "With _us_."

Several heads nodded around the table.

"We will take her back. We cannot leave her in the hands of our greatest enemy. She cannot be used against us."

Shouts of consent rippled down the table. Dwalin stood up with a roar and Nori followed, slamming a knife into a corner of his map.

"You know as well as anyone how impenetrable the Lonely Harbor is," Balin interrupted. The air relaxed; Nori and Dwalin retook their seats with a grumble. "Perhaps one ship-even the _Arkenstone_-isn't worth the risk."

Gloin nodded. "Perhaps we should wait and gather our forces, maybe with your cousin-"

"We _can_ get her back," Thorin thundered. Then his face and his voice fell. "Whether I must reason with Smaug face-to-face or knock down all his walls."

"You would reason with Smaug?" Gandalf asked, his eyebrow arching.

"I am not," Thorin grumbled, "opposed to the idea. But I do not speak his language."

Gandalf ran an idle finger across his mustache. "Hm. Is this all that holds you back?"

"I will let _nothing_ hold me back," Thorin growled, pounding a fist into the table.

Gandalf was unfazed. "Well, in any case, I have two questions for you. First, _can_ you overtake Smaug by force?"

Thorin's face hardened. His eyes darted to the door of the tavern. "I have one ship to my name while Smaug has a fleet," he said. His shoulders were set.

"I see," Gandalf nodded. "Then, secondly I ask, would you do business with a pirate in order to take Smaug down from within?"

Next to Kili, his brother coughed. Gandalf and Thorin, though, could only spare attention for one another.

"I would."

"Very good. That's settled." He stood abruptly, straightened what was left of his jacket, and clamped his teeth down on his pipe. He called for Bilbo. "My lad, whatever happened to that tea?"

Bilbo stammered. Gandalf grabbed him by the shoulders and wheeled him into the now-empty chair next to Thorin. "Not a problem, sit down, sit down, there's a good chap. Now then, Captain?" Gandalf turned to Thorin, who raised an eyebrow. "I've found a pirate for you. One who speaks dialects you'll find useful, if I remember correctly.

"Pirate!" Bilbo shouted. "I've never so much as laid eyes on the Barbary Coast. Compared to me, _you_ lot are the pirates!"

Several voices lifted in protest.

"We're not pirates!" Balin said, highly affronted. "We just ... don't often agree with the Royal Navy."

"Well, that makes you more pirate than I am," Bilbo muttered under his breath, but Thorin wasn't listening.

"You've never seen the Barbary States, yet you speak their tongues?" Thorin asked sternly.

Bilbo paled. "Well-that is-I do _read_, you know. I study."

Kili had to hide a smile behind his hand. Between the liquor and the warm dryness to which he was so unaccustomed, he felt himself drifting further and further from the conversation. He slouched and leaned into his brother while Thorin and Bilbo negotiated, their words sewn into the leftover smoke and never making it to Kili's ears. He turned to gaze out the window, where he caught a slice of the moon, and tried to imagine following it all the way to the Lonely Harbor and the _Arkenstone_. He'd never seen either of them before, but he'd sailed by the moon his whole life.

Soon Fili was nudging him back to attention. It was settled that Bilbo would meet them in the morning on the docks to board the Oakenshield.

As they departed, Kili pushed Thorin's coat into Fili's arms. Fili looked confused, and Kili shook his head. "You give it back to him," he mumbled. "I'm surprised he trusted me with it in the first place."

Behind them, Bofur chuckled. "When you and your uncle come to blows, Kili, you warn me first-so I can hide far away."

* * *

**-o-**

**Author's note:** Heyyy long chapter to make up for the long hiatus! I was at a music conference. It was awesome! Unfortunately, it left no room for writing. Let's get on with this plot, shall we?

If you're interested, I post pictures and research and such on tumblr where I'm known as queenmab-scherzo :)


	4. Shroud

**Summary:** Thorin shows some of his true colors. Bilbo boards the _Oakenshield_. A little obstacle looms on their horizon.

* * *

_Shroud_

The crowd dispersed from Bag End in search of several treasures-brothels, pubs, inns, dry beds, fresh fish, and for some, the safe familiarity of the _Oakenshield_. Fili escaped his brother's side, ducked between Dwalin and Bombur, and fell into step next to Thorin.

"Where's your brother?" Thorin asked as he took his coat back from Fili. "We'll sail at dawn, weather permitting. Don't either of you get lost in a whorehouse and hold us up."

"He wouldn't."

A flush crept up Kili's neck. He craned his neck to better see his uncle and brother over Dwalin's shoulder.

Thorin looked down at Fili expectantly. "Anything else?"

Their pace was brisk and Kili had to jostle several of his crewmates to keep up. That earned him a few curses, but he didn't stop to apologize.

When Fili spoke, it was so soft, Kili had to run it through his mind a few times before he was sure he'd heard correctly. "Who was the captain of the _Arkenstone_?"

His uncle slowed, and Kili shuffled behind them to keep back to a fair distance.

"Your grandfather," Thorin said shortly.

A long silence passed, filled by boots stomping on stony streets and faint feminine laughter in the distance.

"Do you think he's ..."

"Not now, Fili," Thorin cut him off. "For goodness' sake. We don't have the time or luxury to worry about one sailor when the _Arkenstone_ lies at our fingertips."

"But if Smaug-"

"I said _enough_. Is that all from you?"

For some reason a shiver went up Kili's spine. After a pregnant silence, he almost missed Fili's last accusation, quiet as it was. "You know, Kili worries you don't trust him."

Thorin stopped as abruptly as if jerked by a noose. He turned carefully at the waist and looked down his nose at Fili. Kili was struck by the difference in their height.

"If he weren't so _irresponsible_," Thorin snarled, "he wouldn't have that worry. The boy's reckless and doesn't think about the consequences of his actions. I'll _trust_ him when he starts acting like an _adult_."

Fili hesitated and Kili tripped on the edge of the dock, only just catching himself on the nearest wood post. He leaned against a leg of the pier, took in a shaky breath, and tried to swallow around something hot and solid. He blinked, rapid and harried, while Thorin swept his coat over his shoulders and proceeded up the dock to his ship. Fili stood alone and small in his wake.

Kili felt very far from an adult in that moment. He wanted nothing more than to hide in a closet with Fili, like when they were children, and talk to him until the sun came up. Then he felt a sudden, acute twinge of unrecognizable disdain, and looked at his brother, slumped and disheveled, and he suddenly didn't want to hear what he could have to say. More than anything, he couldn't bear whatever pitiful expression Fili might offer him now.

Quickly and methodically, Kili studied the thick ropes that locked the _Oakenshield_ to the marina. After calculating distances and angles, he darted across the dock line, over the rail, and into the standing rigging. He kept his eyes skyward. If anyone saw him, they could yell all they like, but no one could keep up with Kili once he scrawled a path between the sails.

In less than a minute, he dropped carefully from a buntline and wrapped his legs around the yard. He breathed out the stress in his bones and threw his head back against the mast. He closed his eyes to the world, but that only trapped him in the dark with inadequacy and the record of his uncle's words repeating end-over-end. He opened them again and looked up into the night and felt gravity pull his mouth open and pretended a tear didn't leave the corner of his eye.

Kili stared up at the the dark, studded sky until his vision blurred and he could almost trace the crosshairs between the stars. The marina was quiet in that alive way; a peaceful lack of silence. The water against the hull of the _Oakenshield_ echoed a faint background for a handful of tired-eyed gulls and the occasional raised voice from shore. The moon was little and half-gone but still had so much to say. Kili always imagined her voice as the same thwarted whisper of the waves, something that grew and died in a rush of foam.

He thought he saw the bone structure of a stag in the stars, and he tried to color it in with the back of his eyelids, but it was the kind of stag he would never be able to find again or bring back to show anyone else.

* * *

"You're lucky I'm the only one who ever catches you sleeping up here."

Kili jerked awake. He felt his heart fall out of his ribcage and tightened his knees around the yard, panting slightly while he scrabbled for breath and balance. Several feet away, his brother's stupid grin taunted him.

"_Fuck_, Fili, are you trying to get me to fall to my death?!"

"Oh, please," Fili snorted. "The day you fall out of these rigs will be the day Thorin takes orders from a seagull."

Kili tried to scowl, biting his lip to hold back a grin. He looked at his brother, actually _looked_, took in the state of him and the space between his eyebrows and slant of his gaze.

"Feeling better?" he asked softly.

Fili frowned. "Better? I'm fine. I've been fine."

Kili looked up briefly where the sun and the moon crossed paths low in the sky.

"What about _you_?" Fili asked.

"What about me?" Kili said, too fast, and he winced because even in his own ears that sounded like throwing up a shield.

Fili took a deep breath, turned his own gaze to the sunrise, and admitted that he knew Kili heard, he must have heard, why else would he spend the night between the topsails?

First, Kili's mind chased a dozen excuses-that he spent the night outside all the time; he could breath easier when he was closer to the moon; he would scheme with the stars regardless of Thorin's judgment; and he didn't do that much sleeping, anyway. It didn't matter though because Fili wouldn't believe any of that, the same way Kili didn't believe his brother was perfectly fine. So he tilted his head and forced a smile.

"I told you, didn't I?"

"Kili-"

"It's alright, I get it. I made a mistake, I made a huge mistake. I wouldn't forgive me, either."

"Well, I would," Fili said firmly. "I _do_. He's just being a stubborn, old fool. You're a good sailor, Kili, one of our best." Kili snorted, but Fili plowed on, "I'm serious. Sooner or later, he'll figure out how lucky he is to have you around."

His brother could string together the sunniest lies. "Oh, I know I can tie up a sail faster than a whole Naval crew," Kili said with a wink.

"That's true," Fili chuckled. "Thorin will notice someday."

"No," Kili smiled shyly, "but I'll keep doing it, just the same."

The flare of the sun started to cut out the moon. Kili was sad to see it go, but the thought of setting sail again kindled in his heart. He scrubbed his face and dug the sleep out of his eyes with the heel of his hand. He looked up where Fili's hand shook, entwined in the ropes. The red wrinkles on his knuckles looked ready to burst.

"Want to climb down?" Kili asked.

"_Please_."

With a hand against the mast for balance, Kili stood and assumed a footing in the shroud. "Race me?" he asked, sticking a tongue between his teeth.

"No chance," Fili said. He started his own efficient descent. "I'll see you at the bottom."

Kili laughed and dove after his brother, easily overtaking him about half-way down. By the time Fili's boots hit solid wood, Kili was halfway to the gangplank, where he recognized a curly head and a forest-green waistcoat.

The innkeeper looked breathless and twitchy, and every few seconds he shot a quick look over his shoulder.

"Bilbo!" Kili cried, avoiding pronunciation of his last name.

The poor man looked startled that anyone would remember his face or his name, and stumbled a bit while boarding the ship. He adjusted the strap on his knapsack, and his face flushed. "Oh, yes, hello, then! It's-do forgive me, but was it Fili?"

"Kili."

Bilbo turned even redder and practically talked himself dry apologizing, which made Kili burst into laughter and shake his head with a genuine _don't mention it_.

"_This_ is Fili," Kili added, throwing an arm over his brother's shoulders the moment he caught up.

"Oh-you're-well, that's quite confusing, isn't it?" Bilbo finished bashfully.

"We're brothers," Fili explained. Ignoring Bilbo's protests, he and Kili proceeded to take one elbow each and pull him toward the middle of the deck, asking all manner of questions and getting few responses. Kili was especially interested in Bilbo's clothes and his tavern and his flimsy shoes and introducing him to all the best parts of the _Oakenshield_; Fili asked where he got his funny name and interrogated him on his knowledge of Mediterranean geography.

Still flustered, Bilbo nearly tripped again, and Fili grabbed him around the waist rather gracelessly.

"Oh! Oh, goodness!" Bilbo cried, startled, and did a little jig to maintain balance. Kili looked down in confusion. A long-legged grey cat wound back and forth in figure eights around Bilbo's ankles. "Hello, little one!" Bilbo said.

Kili giggled. "Sorry. That's Grasper."

"He's friendly," Fili added.

Bilbo bent down to pet the cat, who darted just out of reach and stretched his neck to sniff the newcomer. His whiskers curled around Bilbo's fingers without making contact.

"Well, a _bit_ friendly," Kili allowed. "Once he gets to know you, you'll have to kick him across the deck twice a day just to keep him from biting your toes."

"And that's what _you_ do, lad?" a deep, curdled voice boomed behind them.

Kili spun around and felt his insides plummet to past his knees. "Oh, no-I mean-that is, I was just joking, Dwalin..."

The gunman's dark, bushy eyebrows and beard stuck out at hard, dangerous angles. His glare threatened a lightning strike.

"_Joking_," Dwalin muttered. "You'd _better_ be joking." He bent forward and held out a hand, which Grasper nuzzled, letting out a loud purr like warm ale and cracked leather. Then he scooped him up into the crook of his arm and shot them all his customary thunder-cloud glower. The effect was somewhat diminished when the cat stretched up with his front feet to settle against Dwalin's shoulder and nibble on his ear.

Kili opened his mouth, but couldn't find the proper words. Even though a joke seemed most appropriate, he also hadn't received great feedback after his last joke, and he had no intention of breaking open Dwalin's temper. With a wince, Kili closed his mouth and shook his head.

The crags in Dwalin's scowl deepened. "I'd better _never_ find you kicking my cats, boy."

Kili nodded frantically until Dwalin left-and then kept nodding, in case Dwalin would hear him stop and turn back to cuff him.

Fili let out a long and unattractive snort. "What?!" Kili shouted, smacking him on the shoulder. "What's so funny?"

Fili giggled and shook his head, leaving no room for shame. "All of that. Just, Dwalin-and Grasper-and _you_-"

Kili glanced over Fili's shoulder and their conversation was immediately wiped from his attention. He gasped, cutting his brother off, staring openly at the massive silhouette behind them. It loomed, maybe half a kilometer away, like the hand of a long-fingered statue reaching out of the ocean, tingling between the rising sun and the sloping arm of the bay.

"Fili," he choked. "Fili, look at that _ship!_" He looked frantically between the vessel and his brother, trying to read his expression, which shuttered rapidly from bewilderment to shock to mild terror.

"That's a frigate. That's a _warship_," Fili breathed, and took off immediately for the quarterdeck, Kili pounding on his heels.

The helm already teemed with nervous activity. Kili took the stairs three at a time and skidded to a halt beside Thorin, Balin, Dwalin, Dori, and Nori.

"-and after all the _work_ I put in!" Nori shouted, slamming a fist into the rail. "They're just going to drive us off course!"

"If we even get the chance to begin a course," Dori said dismally.

Thorin shot him a glare so vile Kili expected everyone in the vicinity to shrivel and smoke where they stood.

"We can wait it out," Balin said doubtfully, and Dwalin grumbled at that.

Thorin was apparently of a similar mind to Dwalin. "We don't have _time_ to wait. And I'll be put to the bottom of the sea before I let the damned Royal Navy continue to bully us. They had no right twenty years ago and they still have no right today."

Kili's mouth fell open. "The Royal _Navy_?!" he cried. Everyone turned to look at him, which he barely noticed in a rush of adrenaline. He lifted a hand to shield his eyes from the sun and gaped at the massive frigate stationed just in the mouth of the bay. The flags and streamers in barefaced red and blue announced Britain's presence, and the size of the ship alone should have been a good indicator of the King's involvement.

"Quiet, Kili," Thorin snapped. Then he turned to Balin. "We have no quarrel with them, but if it's-well..."

Balin nodded gravely. Kili looked between them, but the curtains were drawn on whatever secret they silently discussed.

Thorin waved Kili back from the rail and took his place. Balin hovered over his elbow. They murmured quietly together before, abruptly, Thorin spun around and barked, "Pirate! Come here, now."

Judging by Bilbo's expression, he might have been backhanded across the face. "What am _I_ supposed to-well-excuse me! I'm no _pirate_!"

Balin grabbed his wrist and pulled him up to the gunwale. "Have a look for us, would you? Can you tell us what ship that is?"

Bilbo protested, baffled as to how he should know one sailing craft from another. Thorin rolled his eyes. "Read the name on the side of the ship, for pity's sake."

Fili and Kili made eye contact behind their uncle's back. They both asked the same silent question and shrugged, waiting for Bilbo's declaration.

The tavern keeper stammered and looked nervously between Thorin and Balin and Kili. "It's-well, I think it says _Elvenking_. But that doesn't-does that make sense to you? I've no idea where they would get a name like-"

A heavy unease blew across the group. Nori gave a wordless shout, and Grasper let out a low growl before scampering off toward the bow.

Thori's face and his voice were sharpened flint. "Fili's the youngest. He'll have the best eyesight. Bring him up here."

Kili's stomach flared and then curled to ash.

Fili gave his upper arm a quick squeeze-whether for comfort or as a warning, Kili couldn't tell-and then dissolved from Kili's side. Within moments he stood next to his uncle for a better view. "Bilbo's right. Looks like _Elvenking _to me." Thorin paled, and Fili shot him a quizzical look.

Kili grabbed Balin's elbow. "Does Thorin know that ship?"

"He's dealt with her captain, lad," Balin said, patting Kili's hand. His tone made it quite clear that the dealings weren't amiable.

A murmur rippled through the crew and Kili pushed forward to his brother's side. "Why isn't the ship moving?" he muttered. Fili shook his head.

From over his shoulder, Bofur addressed Thorin. "It's not like they know we're here, aye? Wrap up your colors and lower your sails and keep a wide berth."

Several voices rose in assent, but Thorin looked unconvinced. "If _we've_ figured out who _they_ are, it won't take long for them to do the same. We can't very well sail right around and expect them not to pay us any mind."

Kili glared at the offending vessel. The _Elvenking_ was parked just inside the bay like an ashen gargoyle, forcing anyone on the main causeway to take an inconvenient detour to enter or exit the port. A substantial ship like the _Oakenshield_ would have no choice but to sail within a hundred yards of the naval frigate on either side. A bitter heat pressed the back of Kili's throat. He felt like he would breath fire if anyone ever let him exhale all his frustrations.

Behind him, Nori and Dwalin tumbled into an argument over whether a ship-to-ship confrontation was worth the risk, particularly with the British monarchy. Fili asked Thorin several questions that went ignored, and Dori ran a nervous hand over the helm, like a father comforting his child.

"A disguise."

Kili whipped around. At first he thought he'd imagined the voice. Bilbo, several unfortunate inches shorter than the rest of the men, raised a hand and repeated, "We need a disguise."

Kili frowned and shot his uncle a hard, expectant look. Thorin wasn't listening. "Uncle?" he tried. "Uncle! ... _Fili!_"

His brother got Thorin's attention and Kili stomped his foot automatically.

"_Listen_. Uncle, listen to the pirate!"

It was as if Kili's words triggered a spotlight and trained it directly upon Bilbo. Silence fell, necks craned, and eyes widened so as not to miss what he had to say. The poor man wrung his hands and had to clear his throat twice, but his voice didn't waver. "I said that we need a disguise. You say you _know_ that captain, and he knows you?" Thorin nodded. Bilbo went on, "but he shouldn't know that you're _here_. If we disguise our ship, they won't pay us any mind. We can slip out undetected."

Thorin scowled. Bofur laughed out loud, an impressed twinkle in his eyes, but the rest of his crew looked unsure how to respond before he gave his answer. Kili held his breath.

"_Our_ ship?" Thorin finally said. His voice was cold and unreadable.

Bilbo swallowed. "That is-_your_ ship, of course. It's just that you're here, and I'm here with you, after all, and I just thought '_we'_, as in, all of us present-"

Thorin's shoulders began to shake. Kili took a step back. Then his uncle's face cracked in a small, but undeniably genuine smile, and his throaty chuckle transformed into open-mouthed laughter. Kili wondered absently if he had taken a blow to the head, or if Thorin had. His uncle grinning made Kili more nervous than pleased.

"What makes you want to join us?" Thorin asked, the ghost of a smile still resting on his lips.

"I've never set foot outside of Hobbiton," Bilbo said simply.

Thorin stood up straighter. "Are you sure you want to?"

His eyes were wide, but his nod was steady. "You can count me as a friend."

Kili bit his lip. Their captain wasn't known for collecting friends.

Thorin crossed his arms. "In that case, how do you propose we disguise a sixteen-gun topsail schooner with three masts as anything _else_?"

Kili's heart sank. He was inclined to agree with his uncle-there was no disguising a craft the size of the _Oakenshield_, and there would certainly be no sneaking involved in whatever plan Bilbo concocted. Kili looked skyward, into the dense rigging and and broad sails, and heaved a sigh. High above them, a few laymen of the crew climbed between the masts, and Kili felt a faint jealousy nag at the base of his skull.

Bilbo shuffled a bit. He explained that of course there was no changing the boat's framework, but if they could mask her most identifying features and proceed inconspicuously, no member of the Royal Navy would bother them a passing glance. Thorin nodded thoughtfully. After a hopeful moment of silence, he clapped his hands together. "Dwalin, get someone to stow away the banners. Even a hint of our blue might make their captain suspicious." His second mate nodded and bustled toward the main deck.

"Mr. Baggins," Thorin turned back to the pirate and raised an eyebrow, almost like a challenge. "How do you propose we hide the name painted across our hull?"

Bilbo took a deep breath. "If you let me return to my tavern, I think I've got an idea."

* * *

**-o-**

**Author's note:** OK sorry Thorin's a bit of a dick, don't hate me too much. Also if you couldn't tell, this story doesn't directly parallel _The Hobbit_, but some of the incidents were obviously inspired by such.

If you're interested, I post pictures and research and answer questions and such on tumblr where I'm known as queenmab-scherzo :)


	5. Charybdis

**Summary:** An escape plan is hatched and attempted.

* * *

_Charybdis_

Almost an hour passed as the crew waited for Bilbo to return. Kili grew so restless that even Fili told him to _shut up _and_ sit still _more than once, so he distracted himself by scaling the mast to undo the knots in the sails with the rest of the common infantrymen.

As he finished a tricky cleat hitch, he saw Bilbo clambering up the gangplank carrying an armful of fabric, followed by an even shorter, stouter man with layers of netting thrown over his shoulder. Kili slid back to the deck and followed their progress. He nodded and smiled to the man with the nets, who shot Kili a terrified look, dropped his cargo, and scampered back to the dock.

Bilbo was already half-way through a discussion with Thorin and Balin and Fili.

"... hanging this over the edge to cover up the letters."

"Won't that look suspicious?" Fili asked, highly skeptical. "Just a bolt of muslin hanging across the hull where a name ought to be painted?"

Thorin took a breath. "We'll send a man over with the muslin," he said softly, but decisively. "We'll lower him on the ropes, and if they ask any questions, we'll tell them he's doing repairs."

The group took a collective sigh. Kili wasn't convinced, and he didn't get the impression anyone else was, either, but the quiet could only mean that a better idea refused to present itself. The silence stretched and threatened to pull apart. Kili's breath felt shallow, though he wasn't sure why. Thorin and Balin looked nervous. _How unlike them_.

It was Bilbo who finally spoke. "Who should we ... ? Well."

Kili frowned but before he could ask what Bilbo meant, Fili piped up. "I'll go," he said firmly, eyes fixed on Thorin. "You know, tie a rope around my waist, lower me over the side, and-"

"Wait, what? _No_," Kili said. His mind skidded to catch up. "Fili, don't be stupid."

"Well, who the hell else is going to volunteer?" Fili asked, throwing up his hands.

Kili scoffed. "Me, of course." Everyone stared at him, expressions ranging from perplexed to surprised to distressed. Now he locked eyes with Thorin and added, "Oh, come on. Who else would it be? I have the best balance, I'm one of the lightest," he reasoned. "Fili can't stand on solid ground without tipping over."

Kili pointedly ignored his brother's indignant protests, maintaining eye contact with Thorin, inscribing his wishes where his uncle couldn't ignore them.

Thorin eyed him appraisingly. "Yes," he said finally. Fili barked in disbelief, but Thorin held up a hand before giving steely orders.

"Fili, the two of you cover up 'Oakenshield' and secure your brother to the lines. And in Thrór's name, make sure not a single letter is visible."

Balin tensed, but as ever, couldn't argue with his captain. "Be careful, Kili," he offered in a tight voice. He and Thorin departed to give directions for the rest of the crew, who would free the _Oakenshield_ from the marina and angle her sails for a breeze in the meantime. Several men set about throwing webs of netting over the long guns.

Kili grabbed his brother's elbow before he could argue further, Bilbo trailing behind warily, leaden by the massive taupe layers of muslin.

"This is dangerous, Kili," Fili said. "You don't have to do it. Anyone else could."

"Maybe, but I'll do it _right_."

Fili exhaled loudly through his nose. They each grasped one end of the fabric. His brother was worrying for nothing at all; men worked on sailing vessels every day without any incident. Kili's time spent crossing the clouds over a hundred feet above deck was far more precarious than ten minutes on the wrong side of the gunwale.

"You don't have to try to impress him, you know."

Kili sighed and searched his brother's face. "I'm not trying to impress Thorin." Fili raised an eyebrow. "I _promise_. There's no point." Kili had long since given up trying to get on his uncle's good side. He watched while Fili unbuttoned his copper vest and tossed it aside for better flexibility and knew that, for once, Thorin had made the right decision. His brother was much too important to the crew to hoist overboard on a crazy spy mission.

"No one really _needs_ to go out there," Fili added. "We could hold the cover in place from up here."

"No, we couldn't. And you said yourself, that would look suspicious."

They unfolded the rough cloth into a dirty cloud between their outstretched arms. Kili kept his attention on his task to avoid thinking about the faint queasiness creeping up his insides. The water scared him more than he cared to admit-he'd take heights and high winds over the heavy confines of of the ocean any day-and his brother's nerves weren't helping.

"The waters are rough this close to the coast," Fili tried again.

Kili shook out his side of the sheet. "So don't drop me," he said curtly, avoiding his brother's eyes.

Fili didn't try to argue any further. The silence between them grew more breathless with each inch the sun rose in the sky.

As the _Oakenshield_ glided smoothly from the pier, they heaved the heavy fabric over the ship's rail, struggling a bit when it bubbled and flapped in the breeze. They shoved two barrels into the corner of the deck to hold the sheet in place, then moved on to address Kili's makeshift harness. Bilbo joined them, straightening the bolt of cloth over the bold letters of the ship's title.

Fili wound lines around Kili's chest and waist, drawing them so tight he almost objected. Then he looked up at Fili's eyes, tight around the corners, haunted by deep concern. His face shimmered, so transparent and dusted over that Kili let the complaint die on his tongue.

"Gloin and Bofur will help Fili hold you up," Bilbo said.

"What about Dwalin?" Dwalin was massive, and Kili had known him all his life, popping in for visits in their old cottage, usually unannounced. He always had stories to bring back-stories about seastorms and battles with pirates. He returned from many conflicts that ended equally skilled sailors' lives.

Bilbo shrugged. "They said he could be recognized. He'll be in the cabin with Thorin and Balin."

Fili looked up then, his eyes flickering and full of worry. "You sure about this? Do you trust me?"

"Don't be stupid," Kili scolded. The knots tied around his torso were nothing compared to the knots winding up in his stomach, but he didn't confess that out loud.

"I won't let you fall," Fili said, laying a hand on his shoulder and giving it a light squeeze.

"I know."

Kili swung his legs over the rail and cast a glance toward the frigate. It was close. Their bow would overtake its stern within minutes. Gloin and Bofur approached together, took Kili's rope in their hands, and lined up behind Fili.

"Don't let our mask fall off, lad," Bofur said with an encouraging smile. Kili nodded, and lowered himself as close to the churning bay waters as he dared. A gust of wind tickled his hair and he swung away from the ship, sending his heart rate into a panic. He swore and clung to his rope, blocking out the shouts from above. The muslin flapped in his face, and he spread an arm out to hold it in place.

While Kili struggled, the British ship emerged next to them. Kili spread his feet for balance, holding down the edge of the sheet under his boots. Satisfied that he and the cloth were both secure, he took the chance to twist his neck and look up at the _Elvenking_ as they passed under her.

The frigate towered over him, a great grey beast with flapping wings and sharp horns and talons. Kili could feel her hundreds of eyes sending his bones into disarray; eyes he couldn't see, hidden in shadows and tucked between sails. His joints tingled and his heart squirmed up into his throat. She blocked out the sun; the massive shadow cast Kili into darkness, sucking him in and seeping across the hull of the _Oakenshield_.

A tall man with sun-bleached hair stood at the rail, looking down his nose and observing their progress with vague disinterest. The man was dressed in a crisp officer's uniform. His gaze swept over Kili, whose stomach roiled when they made eye contact. The officer tilted his head and hailed them casually. "What are you doing there, men?"

"Repairs!" Gloin shouted in response. "Just standard hull maintenance!"

Kili's ribcage tightened under a rush of anxiety. He felt as though he could lay a hand on the side of the _Elvenking_, though in reality it was several yards away. Images flashed across his mind of being dragged underneath her hulking body; crushed between the ships; frozen in her endless shadow. He shook his head vigorously.

When he glanced up again, he saw the officer sneer. "I am an admiral of His Majesty's Navy. Who am I addressing?"

The _Oakenshield_ bobbed on the waves and Kili clung to the damp muslin, listening closely for Gloin's answer. "She's a fishing ship, sir. But we're just working men. We keep her in one piece."

The captain wrinkled his nose and beckoned one of his junior officers forward before disappearing. Apparently they were not worth an admiral's time. Kili's boots slipped and he clenched every muscle in his body to keep it balanced against the hull.

"Your vessel, my friends?" the midshipman called. By now they were beginning to pull around the frigate and he had to bellow to be heard. "What do you call this fishing ship of yours?"

No one spoke. Kili strained his ears over the crash of waves just below his feet. When he finally heard a voice, it rang clear over the noise, but it wasn't one Kili recognized.

"This is the _Luckwearer_."

Suddenly Kili was no longer in the dark; sunlight burst over his shoulders and chased away the _Elvenking's_ shadow. As they pulled away, the midshipman shouted faintly, "What kind of name is that?"

"Can't have too much luck out on the ocean, can you?"

Kili smiled. At that moment the _Oakenshield_ lurched and a wave crashed against him, pinning him to the hull and stealing all his breath. The world warped and lost color. Cold water pounded into his spine. When he tried to yell for help, he swallowed tangy saltwater and choked and scrabbled uselessly against the muslin curtain.

Just as swiftly as it had come, the water was gone again and Kili swung through the open air, gasping and sobbing and shaking. The fibers of the rope creaked and rubbed his palms raw while he dangled uselessly against the ship's frame. He stretched his neck, searching for someone-Bilbo or Fili or Gloin, it didn't matter. He shuddered when he saw his brother's face.

Fili looked ragged, as if someone had pulled apart all his edges. He was bent at the waist over the rail, Kili's rope wound around his hands, hair thrown about his head and catching the sunbeams. His cheeks reddened and he bared his teeth from the strain.

Kili was still breathless. His fingers were numb from the cold and the tight grip, and his neck spasmed with the smallest motion.

"_Kili!_"

He tried to answer and coughed up a lungful of water instead.

"Are you alright?" Fili tried.

"Are you just going to leave me here to feed the fish?!"

Under kinder circumstances, Kili could have pulled himself up without any help, but after rough encounters with the water and the wind, his muscles were shaking and his fingers felt about to burst at the joints from the stress. He inched up the rope, steadying himself with his toes, while his brother and Gloin and Bofur heaved on the line. When he leveled with the deck, Kili hooked an elbow over the rail, panting. Fili must have been exhausted, but he refused to show it; he wound an arm under Kili's and took fistfuls of his shirt and hoisted him bodily over the rail and onto the solid wood.

The muscles in Kili's legs twitched. He leaned against his brother, turned into him, rested his forehead against the crook of Fili's neck, searched for the hand around his waist and took it in his own, gulped down fresh air. He thought he felt Fili press his lips against the crown of his head, but couldn't bring himself to protest.

"That was fun," he wheezed. He felt Fili's chest rumble with laughter. "Your turn next time."

Fili insisted he lie down, or at least sit, and gently steered him toward a barrel, hardly giving Kili a chance to thank Bofur and Gloin.

Minutes ground away where the only thing Kili was fully aware of was his brother's arm curled tight around his shoulders. Fili murmured thanks and congratulations and praise and nonsense into his temple, and Kili shivered between every few breaths, chilled to the base of his spine. He and stared weakly at the ground while nebulous feet pounded back and forth. It was easy to exchange jokes now and then with Fili, but if anyone else had tried to communicate with him, Kili would likely have fallen apart at the vocal chords.

He watched the sailors mingle aimlessly on the quarterdeck, watched them roll up the muslin tarp once they passed a safe distance from the naval frigate. Gradually, speech faded in and out of his hearing. Kili tried to listen when he heard Dori's voice above the others.

"Still doing well, captain. But ..." he hesitated.

"Yes?" Thorin's unmistakeable baritone pulsed through the white noise.

"It's just that I think we're being followed."

Kili's throat closed and he dashed to the rail for a look behind them. Indeed, a fishing boat, gaff-rigged, skimmed across their wake, not too close, but obviously tracking the same path. A curse welled in Kili's chest before a flag unfurled on the ship's mast-a plain grey triangle, short but sharp. He felt Fili's breath against his ear. "Gandalf."

Laughing openly, Kili relaxed against the rail.

Fili continued, "It's his little _Grey Pilgrim_."

The brothers looked on while Gandalf's ship slowed and hailed the officers aboard the _Elvenking_. Kili figured they must be exchanging words, but the _Oakenshield_ couldn't take the chance of stopping or even slowing, for fear that their escape might be ruined.

"What on earth does Gandalf have to say to them?" Kili asked.

Fili shrugged, and it was Bofur who answered from a few feet away. "That's a mysterious fellow. He does as he chooses. He'll catch us up eventually, you'll see."

Kili watched as they pulled out of harbor and broke into open water, leaving the _Grey Pilgrim_ and the _Elvenking_ in the distance. He slumped forward, gripping the rail, feeling weak with weariness and relief.

Fili yanked on the back of his shirt. "We need to get you in dry clothes," he murmured. Kili rolled his eyes, but didn't disagree. He shivered again, and tried to wring out his hair without much luck. He shook his head vigorously, spraying his brother and earning himself a string of curses in return.

Fili and Kili were half-way to the forecastle before they heard Thorin's voice boom across the woodwork.

"Take the pirate with you!"

"I'm not-"

"Make sure he gets a bunk and then finds his way to the kitchen."

The brothers turned to find Bilbo stumbling after them, nervously tapping his fingertips together, eyes darting to and fro between the passing sailors. The trio clambered down and ducked below into the dark, stuffy infantry quarters. At the far end, a handful of men snored soundly.

Fili dug among his possessions, lifted a pile of blankets, and untied a knapsack. Without looking up from his search, he ordered his brother to put on dry clothes.

Kili made a face that Fili couldn't see, but he peeled off his dripping linen shirt and flicked it over a barrel in the corner, where it smacked lifelessly. He plopped himself onto the edge of Fili's bed-the lower bunk-and reached for his boots.

"Oi!" Fili shouted. "Get your wet ass off my blankets!"

Kili cackled. His brother smacked him across the shoulders with the corner of a thin, ragged quilt and drove him across the walkway. Kili flopped instead onto the middle of the floor, still smiling, and began again to work on his boots, muttering curses about damp leather and ill-fitting soles. After a struggle, one shoe came off with a squelch and he emptied it into a puddle of saltwater in front of him. He did the same with the other foot, dropped his boot with a thud, and leaned back, stretching his frigid muscles until they tingled and uncoiled into a satisfying feeling of warm yellow.

He tipped his chin back and looked up with a relaxed smile. Bilbo was staring openly at his torso.

"Kili-is that right?" he checked.

Kili nodded warily.

"Yes, well, Kili. I was just-no, I shouldn't, I'm sorry." Bilbo's cheeks flushed a magnificent scarlet and he ducked his eyes.

Knitting his brows, Kili looked down at himself, at his unclothed chest and abdomen where streaks and droplets dried up and left an inexact pattern in salt on his tanned skin. His gaze lingered for a moment when he guessed at the cause of the newcomer's distress.

"It's just a scar, Bilbo."

The poor not-pirate cleared his throat several times and stammered uncomfortably. Kili felt a smile tug at the corners of his mouth. He ran a fingertip across the milky, raised skin where a grotesque starburst clung to the bottom of his ribcage, an old gnarly thing ringed in pink that had long since fallen silent and painless.

"And how-um-how does a person get a scar like that?" Bilbo asked, his voice cracking. His face had long drained of color.

Kili pursed his lips together, hiding a grin, and noticed Fili glance surreptitiously over his shoulder before turning back to his work.

"The ocean's a dangerous place, you know," Kili said noncommittally. His brother snorted.

"I gathered as much," Bilbo said, "this morning, in fact, probably around the time a spectacular wave nearly killed you."

Kili scoffed. "It wasn't going to _kill_ me."

"Some things could," Fili muttered. Kili exhaled heavily through his nose and refrained from rolling his eyes.

Bilbo looked pale again. His eyes flicked down to Kili's chest and back up quickly, as if Kili would be offended by his staring. He gulped. "Did _that_ nearly kill you?" he asked, looking pointedly at the ceiling.

Kili breathed in slowly. "It's a gunshot wound."

A pungent silence hung on the air, latched onto the dust motes that gently swirled in the shaft of light from the entrance above. It was the kind of silence Kili could feel as it dried the back of his throat.

Bilbo shifted from one foot to the other and back. "Are they-gunshot wounds, that is-are they common, out here at sea?"

"Depends who you come across."

"It looks big," Bilbo whispered, and then promptly averted his eyes again as if caught doing something wrong.

"It's not," Kili shrugged. "Relatively speaking, anyway. It was from a pistol."

Bilbo continued to fidget, but Kili's eyes were on his brother. He could see Fili's shoulders stiffen, hear the erratic change in his breathing.

"A dueling pistol, actually," Kili finished, trying to keep his voice light through his constricting throat.

Bilbo's mouth fell open. Fili whirled around and clapped him on the shoulder-maybe a little harder than he intended because Bilbo let out a little _oof_-and said, "so you've got nothing to worry about, Mr. Baggins, as long as you don't go challenging other pirates to duels."

Kili felt his ears heat up, and closed his eyes to will away an unexpected wave of nausea. After a moment he raised a hand toward his brother. "Help a guy up, would you?"

Fili did so, and then turned to Bilbo with a grubby, folded piece of parchment. He rattled off directions, assigned Bilbo a bunk and a watch, and whispered that he ought to avoid Nori if he didn't want to gamble away everything in his pack. While they talked, Kili considered his bunk and the set of clothes shoved back against the wall. Deeming it too troublesome to reach, he nicked Fili's extra shirt from the foot of his bed and slipped it on while Bilbo asked _which one was Ori-I mean, was it Nori?_

Fili turned back to stow away his papers and rolled his eyes when he saw Kili in his clothes.

"I suppose I thought the captain would be handling things like this," Bilbo said. "Why do you have all that paperwork, Fili?"

"The captain doesn't have time for the crew's affairs," Fili said.

Silence.

"Fili's the quartermaster," Kili stated obviously.

There was a long pause in which all the wrinkles on Bilbo's face drew together in bewilderment. "Isn't he a bit-I mean, sorry. I didn't think he had such an important-no, no, _sorry_-"

Kili burst into laughter, doubling over and grabbing his knees for support. "Hear that, Fili?" he wheezed. "You don't look all that important to the pirate."

"I'm not a-"

"_Thank you_, little brother," Fili said, before turning back to Bilbo, crossing his arms with an air of such condescension that a new wave of laughter nearly brought Kili to his knees. "And yes," Fili continued over him, "we're younger than most of the crew. But the captain drops us with more responsibility since we're related."

Bilbo frowned. "Related to who?"

The silence creaked. Kili stared at Bilbo for a long time and narrowed his eyes. "The captain is-you know Thorin is our uncle, right?" he asked slowly.

Fili raised an eyebrow.

Bilbo blinked several times. He looked as flustered as if Kili had just informed him that Thorin was actually a woman. "I didn't-I mean, you aren't-I had no idea. I never noticed."

Fili lowered his head. Kili muttered darkly, "No, you wouldn't, would you?"

Bilbo cleared his throat, but couldn't seem to manage an apology, for once. Kili played with the frayed edge of his sleeve.

Fili's voice broke the silence unexpectedly. "Shall we show you around a bit, then?"

"Yes," Bilbo sighed with relief. "I think Thorin said something about a kitchen?"

* * *

As always, Bombur had a broad grin and a belly laugh for Fili and Kili. When they introduced Bilbo Baggins, the cook's smile positively took flight. He squeezed through the doorway-rather a feat for his wide girth-and brought with him the smells of heavily salted meat and charcoal. He wiped the sweat off his brow before crushing Bilbo in a friendly hug that almost lifted him off the deck. In an afterthought, he pulled down a serving of dried pork and placed it between Bilbo's hands. He never allowed a crew member to go hungry.

Then Bombur turned to Kili with a passionate _and you!_ and pulled him along into the same suffocating bear-hug. He pulled back rather reluctantly and gripped Kili's shoulders. "You have anything you want from my stores, lad, you've earned it," he said earnestly.

Heat crept up Kili's neck and he insisted nothing was necessary while carefully studying his toes.

"Excuse me," a voice came from behind them. "Sorry to interrupt, but Mr. Baggins?"

Ori was almost as short as Bilbo and sported weak ginger muttonchops. His big, watery eyes left a mousy impression, but Kili knew he was clever and capable in a fight, and that he'd been chronicling flawless records for the _Oakenshield_ for almost six years.

Considering Ori's stature, it was remarkable how easily Bilbo became flustered. "Yes, I'm him," he stuttered. "I'm Baggins, that is. Or mister, if you-"

"I was just wondering how to spell your name?" Ori asked kindly. He held up a quill as if to illustrate his intentions.

Bilbo blinked for a moment, and then launched into a helpful explanation of his name and other personal information for the ship's log. Bombur wedged himself back into his kitchen. Kili yawned, feeling a bit tired and massively bored, though Ori was beaming with delight. He always became excited for new information, no matter how uninteresting.

Kili lounged against the corner of the galley, observing their interaction with heavy lids. Finally, Ori turned to him with a smile. "Are you gonna fall asleep on us?"

Kili stood up straight and rubbed his eyes.

"Kili, it's the middle of the day," Fili scolded, biting back a grin.

"Excuse me, did _you_ risk your body for the good of captain and crew this morning?" he retorted. "I didn't think so."

Ori giggled.

"But the sun's bright and everything!" Fili said.

"Exactly, and it's hot. Perfect time for me to sleep."

He yawned again and though he'd originally been joking, a nap didn't sound all that bad when he considered it.

Bilbo looked uneasy, caught in the middle of their banter. He clutched his dried pork and glanced at it hungrily, but didn't seem comfortable eating it in front of them. Turning to lean over the railing, he said softly, "I hope Gandalf turns up soon."

"Well, there's not too strong a breeze," Kili pointed out. "And we aren't exactly trying to lose him," he added, eyeing the half-furled sails.

Bilbo looked unconvinced, but Kili had begun to suspect Bilbo always took a lot of convincing.

* * *

**-o-**

**Author's note:** Thanks to ladyzaniahstrangeling for her help and for taking care of me when i freak out for no reason.

If you're interested, I post pictures and research and such on tumblr where I'm known as queenmab-scherzo :)


	6. Forestay

**Summary:** Stormy seas and desperate measures.

* * *

_Forestay_

Several days passed with no sign of Gandalf. This concerned Bilbo, though in all honesty, Kili forgot all about the _Grey Pilgrim_ until Mr. Baggins brought it up. He laughed and clapped the pirate on the shoulder and announced it was about time to fit the pirate with a weapon or two

Unfortunately, introducing Bilbo to Bifur had been a job and a half.

"Oh, gracious," Bilbo had said. "Will I need much smithing work done?"

Kili had chortled and led the way below deck, and it took a stolen glance over his shoulder to realize Bilbo was quite serious. And then they had discussed whether he knew how to handle much weaponry (he didn't) and if he'd like to shoot a gun (he wouldn't) and what sort of experience he _did_ have (he'd once broken up a fistfight in his tavern) and which weapons he might like to try (he'd keep it simple, maybe a very small knife?).

All in all it had been surreal and bewildering and Kili spent most of the exchange trying not to laugh and holding back a myriad of questions-most particularly, what _had_ Bilbo been doing with all his life?

Then of course they had entered the workshop and Bilbo tried to be polite, initially, until Bifur started waving his hands and prattling in a foreign tongue, his voice rough and overgrown with weeds. Kili had swallowed and looked to Bofur, pled silently for him to decipher, and Bofur had offered some vague phrases in return which Kili suspected did not translate word-for-word.

Kili had picked up his favorite musket, and Bilbo had nearly fainted. He didn't want any guns, he'd said, and Bifur had growled something which Kili hoped was not insulting.

They'd left rather hastily after that, followed out the door by Bofur's cackling. A weary amusement settled in Kili's shoulders, and now he found himself asking Bilbo if he'd like to visit Nori's chamber full of navigation materials.

"What kinds of navigation materials?" Bilbo asked, a wary curl to his eyebrows.

Kili laughed. "No weapons. Trust me." He grabbed Bilbo's wrist and pulled him toward another room below deck. He carefully failed to mention the small arsenal Nori hid on his person at all times.

After dodging a stack of powder-kegs, Kili and Bilbo found themselves in the entryway to another small alcove. Fili and Nori were inside, both bent over a thick-legged table, muttering their dusty, clandestine ritual. Several layers of maps draped across and over the edges like crisp icing. They were all splashed with crimson and bronze and blue, some faded to soft-edged contentment, others seeped in new, vibrant names and paths and landmarks.

Nori clicked away at the gears of a sextant while differentiating the details between two star charts. Arms folded and elbows resting on the surface, Fili followed along and nodded slowly, his face stitched together with rapt concentration.

Kili rested the musket over his shoulder and shuffled into the room, clearing his throat to announce their presence.

Fili looked up slowly, tearing his eyes away from the documents. "Mr. Baggins! How'd you get my brother out of the clouds?" he smiled. "Wait, have you had lunch? What time is it?"

"Nah, we've just been with Bifur. I mean, hopefully Bilbo won't need to be armed any time soon, but you know," Kili shrugged.

Bilbo gulped.

"Yeah, I know," Fili agreed. Nori tapped the table impatiently and Fili returned his attention to their work.

With one finger, Fili slid a brass compass across a patch of antiqued cyan, two crooked dimples cresting between his eyebrows. He opened his mouth to speak to Nori, but that was when Bilbo pushed past Kili and approached the table, looking dumbstruck and rooted down with awe. He stretched his hands over the maps and his fingers twitched, inches above the tabletop, as if he feared the materials might be fragile or impermanent.

Nori scratched his head and shot Kili an incredulous look.

"You ... like maps?" Fili asked.

"They're beautiful," Bilbo breathed. "Did you make them?" He ignited something in the room, some bright and infectious delight, a flame coursing between his eyes and his parted lips and the sparks at the ends of his fingernails. It made Kili smile.

Fili's lips quirked in a confused smile. "No, not me." He nodded toward Nori, who tipped his hat.

"Breathtaking," Bilbo said. "You do them all by hand? Is this in ink? Can I touch them?"

Nori chuckled and scrubbed his copper beard and launched into a basic explanation; how he handled the drudgery-the lines and the coordinates and the scales and the spatial plotting, "but it's my little brother who does all the artwork. Pretties it up for me, you know. Nice calligraphy. He's a better speller, too."

Fili shot his brother a grin, and Kili winked. He pulled himself onto a stool and crossed his ankles.

"Who's your brother?" Bilbo asked.

"Well, Ori, of course!"

"Of course," Bilbo said. For once, he did not spring into apology or embarrassment, apparently too enraptured by the documents before him. He gushed over the aesthetics and the symbolism and barraged Nori with questions. The navigator seemed astounded by the attention, or the zeal, or maybe just by Bilbo's guileless sincerity, but he answered all that he could with a bit of a laugh and a bit of awestruck appreciation, and Fili contributed when he could. Kili laid his musket across his lap to inspect the flintlock and listened with half an ear to descriptions and stories he'd heard before.

Nori's job always impressed him. Maybe it rubbed off from Fili, who stockpiled the true passion for charts and bearings between them. It was all fascinating; unfathomable, yet concrete; arcane volumes filled with the great, indefinite corners of the world, bottled up and graphed to fit in a sailor's pocket even though none of it fit inside Kili's head. He was happy to leave Fili with those vast, intangible truths.

"You interested in learning all this stuff, pirate?" Nori finally asked.

Bilbo's eyes widened comically. "I don't know. That is, I don't know the first thing about mapmaking, but I've always had an interest ... or a respect, I suppose. I just wouldn't want to be a bother, you know, don't worry about-"

"Bollocks, if I have time for this numbskull," he jammed a thumb in Fili's direction, "I've certainly got time to give you a tour."

Kili snorted. Fili called his name and tossed him the compass, the little music box wound up on silence and tapped through with indisputable bearing. The arrow fidgeted and aimed over his shoulder. He wished it wouldn't. He never liked how it pointed the same direction no matter where they were going.

"When can I convince _you_ to sit down for a lesson?" Fili asked, a twinkle buried in one eye, knowing the answer already.

Kili wrinkled his nose. "No thanks, that's your job. You chart us a course, I'll make sure we keep to it."

Fili's cheeks flushed and he looked at Nori. "I'm no good at the directions, yet. I certainly wouldn't know how to get us back to the Lonely Harbor."

"It's been a challenge," Nori agreed, scratching his beard. "It's the first time I've charted a course for Death."

Kili's hands stilled on his gun. Slowly, carefully, he looked up at Fili.

Bilbo was not so steady. He clutched the edge of the table with both hands and fixed his horrorstruck eyes on the three of them in turn. "..._Death?_"

Nori shrugged, as nonchalant as a second pint. "Bit of a suicide mission we're on, aye?"

Kili followed the conversation attentively. The muscles pulled back from his eyes, taut and icy, but he dared not speak.

"It's not," Fili said firmly. "Don't say it is." His eyes latched onto the layers of maps, the islands and the oceans and their names stacked atop one another in every direction until they fanned out into infinity.

Fili stared hard at the maps, and Kili stared hard at Fili.

* * *

In late July, the sky and the sea unfurled and flung themselves into one another's arms. They fought, they made up, they made love, and they dragged innocent bystanders to the edge of death and back.

The _Oakenshield_ failed to pay Charon her dues. She was a fragile and forsaken hull on an endless, greedy plain, thrown at the mercy of the beginning and end of space and time and relegated to the will of haphazard injustice. She pitched and rolled on the churning waters. Whatever course she'd held shattered at every joint; whatever careful seam she'd sewn across the sea unraveled under the heartless fingernail of the ocean gods.

The _Oakenshield_ and her crew would wander the shores of personless continents until death's end.

In the wake of warring lightning-strikes, Kili would have given anything for a mountain on the horizon; just one, the mark of a harbor and a safe, secure treasure on which to plant their keel. His love for the wind and the air crashed overboard into the torrential waves and he left them there to sink, or to drift aboard some unsheltered coast with kind breezes. He did not miss them now, while he clung desperately among the sheets and shrouds of canvas and rain and rope, dancing before his eyelashes and unfastening his view of all the earth and the deck and the men he trusted.

The first day, the winds picked up, and he scaled the _Oakenshield's_ neck to tie the sails up tight and wrap them safe from the gale. The winds battered her skeleton, but Kili and his men bottled up her heart and the parts of her that breathed and bled.

The second day, blacker and more brutal than the first, turned them in a degenerate dance until there were no directions but up and down, which were hard enough to maintain. Towering waves billowed across the deck, and Kili practically had to swim to help Dwalin rope off the guns so they wouldn't become dislodged and throw the ship off balance. Fili helped the men below deck, pumping the ocean back where it belonged.

On the third day, the storm still raged, and Thorin ordered Dori off the helm, trusting his ship to scud at the mercy the weather.

Mediterranean gales are devious. Their chariot rides by warm rain and raucous winds, a deadly combination that loosens lines, softens caulk, and batters wood beams down to the grain. This storm was no exception. The _Oakenshield_, lulled into a false sense of security by the hot days and warm nights of summer, began to loosen at the joints. The stays and shrouds holding the masts in place slackened; and the masts, left to their own devices, began to hammer at the keel. The very skeleton of the _Oakenshield_ was crumbling in on itself. She would not withstand such a dramatic act of self-mutilation for long.

On the morning of the sixth day, the crew became desperate. A great torrent of water surged across the deck and nearly flung Bilbo overboard; had it not been for quick thinking and fast action by Thorin and Dwalin, they might have lost their pirate to the voracious sea.

Less than an hour later, the captain invited his closest confidantes for lunch in his cabin. He fed them a ruse about a conference and dealing with their predicament, but in reality, there was nothing they could do. Kili appreciated the gesture, nonetheless, since Thorin's cabin was relatively dry and comfortable and the forecastle had taken on an inch of water overnight. Bilbo, still shaking from his brush with Poseidon's wrath, huddled under a wool blanket next to the fire.

Kili folded himself at the head of Thorin's bed, sipping absently at a mug of beer, one foot planted on the floor and the other propped behind his brother, who sat straight and stiff on the edge of the quilt.

Fili held half a dry loaf between his knees, but made no move to eat it. His eyes glinted from sunken sockets, his eyebrows drawn together in a permanent frown, and gravity pulled a hard curve into his shoulders. He hadn't shaved in almost a week. Kili had asked him about his desolate state that morning and received an airy wave in reply. "I'm fine," he'd croaked, "just missing the sun, is all. And you need to eat." Kili had nodded and left it at that. The best way to take care of Fili is to let Fili take care of his brother.

For several minutes, conversations murmured in the corners of the room while the men chewed thoughtfully on dried food. Kili told a joke about tropical storms and misread maps, and Fili released a cynical huff that could pass as laughter.

Thorin inhaled deeply, and the rest of the cabin fell silent. "We're blowing east," he said. "Perhaps in a few days we can thank this storm for hastening our course."

"She's riding it out as well as we could hope," Balin added, rapping a knuckle against the wood table for safe measure.

"If we're getting farther and father east," Fili said, "you'd think we'd have found a sunrise by now."

Dwalin sighed. The rest of the men eyed the floor. Kili gently toed the small of Fili's back, but before he could offer his brother a drink, the door to the cabin burst open and Bofur, cloaked in a sheet of rain and lit from behind by lightning, shouted for Thorin over the howling wind.

"Captain, the masts are ready to rip us apart from the inside! If one doesn't pound through the hull today, it will be a miracle! The men down there can't hold us together much longer!"

Thorin leapt to his feet and swept toward the exit. Bilbo straightened and the blanket fell from around his shoulders, but Thorin made a curt slicing motion with one hand. "You stay here, and stay out of trouble," he said. He departed, and Balin and Dwalin instantly fell into step behind him. Fili gave his brother a hand up. They offered their food and drink to Bilbo before bracing themselves and ducking out into the storm.

The deck was practically at sea level. The ocean's onslaught seemed to have no limits. The horrible baying wind and bone-chilling creak of weakened timber argued over the rushing waters. Thorin's voice boomed, barely audible, as he directed the last of his men to secure the lines and batten the hatches. Fili and Kili crossed the deck to help with the foreword mast when suddenly a colossal wave rose up to eye level, pounded the bow of the ship, and an earsplitting crack brought Kili to his knees.

"Was that thunder?!" he cried, grabbing his brother's sleeve.

More shouting arose, and then Bofur was running toward them from the foredeck. His eyes took up most of his face and he gestured frantically. Kili could only make out the words _wave_ and _bowsprit_. He felt his nerves ice over, scrambled to his feet, and sprinted to the front of the ship. The sight emptied his lungs.

The bowsprit, what had been the _Oakenshield's_ proud salute to open waters, now bent out at a grotesque angle, like a badly broken limb. It was intact, but only hanging on by splinters. The once-sturdy beam shivered and swung from the loose stays holding her in place. Kili felt a wail climb out of his throat, but it sped off on the wind without a sound. He whirled around to shoot Fili a distraught grimace.

Thorin stood over his shoulder. His face reeled like battered thunderclouds, cracked and stitched together by nameless dread and hopeless defiance. Kili dragged himself back to his uncle and brother.

"If we lose the bowsprit, it'll take all the masts with it!" he shouted, his voice cracking around tears no one would ever see or feel through the rain. The ship twisted violently under their feet and Kili lurched forward. Fili reached out and his fingers slipped on Kili's shirt, but Thorin caught him under the arms and yelled in his ear, "_back to my cabin_."

Minutes later, feeling drier but no safer, Kili was huddled between Fili and Balin, arms wrapped around himself and fingernails digging into his elbows. He could hear his brother's teeth chattering while Thorin discussed the structure of the ship and the endurance he expected out of her.

Kili shook his head. "The ship's coming apart," he said bluntly, accidentally filling an unexpected silence. Everyone turned to him, and he felt his ears heat up. "I'm not saying she can't make it through. It's just, someone's got to hold her together."

Thorin scoffed. "It's been almost a week. The storm will blow itself out tonight, I'm sure, and we'll make for the closest port."

Bofur shot a wary glance at Kili, then turned to the captain. " ... I don't know if we'll last the night, with this kind of damage."

"Well, you're the shipwright, fix the mess your ship is in!" Thorin roared.

Bofur stood his ground. "There's no _fixing_ a cracked bowsprit, _Captain_, only replacing it."

"So we can't fix the bowsprit," Fili interrupted before Thorin could unleash his fury. "What if we held her together long enough to pass through the storm?"

Confusion rippled through the circle.

"How?" Thorin asked.

Kili turned to his brother and started; Fili's gaze was fixed on him, intense and meaningful. When he spoke, he spoke to Kili. "What if we tightened the stays? What if we secured all the masts with new lines to hold them in place?"

Kili stared. "Like splinting a broken bone," he muttered.

"Fili, lad," Bofur said incredulously, "no man will last more than five minutes on deck with these waves trying to pull him down."

"It's worth the risk," Fili insisted, a plea burning behind his eyes.

Kili nodded and answered his brother's silent question. "I can do it. I can't ask anyone else, but I can do it."

Thorin shook his head. "Neither of you are sacrificing yourselves to that storm," he said. He swung around to face Balin, and asked if there were any alternatives. His first mate shook his head a bit helplessly. Dwalin grunted

"It won't take more than a minute," Fili said, and Kili admired his calm. "We'll just tie off some purchases to steady the masts."

Thorin was obstinate. "Any man who goes out there is signing his own death warrant. _If_ you can convince anyone to join you at all!"

A flush burst around Kili's neck. "If no one else will help, so be it, but the _Oakenshield_ is coming apart at the seams!"

"Those waves are too dangerous!" Thorin shot back. "If a man is swept overboard, there's nothing we can do for him."

A faint boom shook the walls of the cabin and the room teetered sideways. Kili staggered into the nearest wall and the chairs toppled and slid across the floor. The structure around them whined, loud and piteous.

Fili pushed himself off a desk and rounded on Thorin. "It's either risk the two of us or risk the whole ship."

"No one's ever done anything like this before! It's a _fool's_ undertaking!" Thorin bellowed.

Fili's hand was already on the door knob. "This isn't the first time we've been called fools, uncle," he said coldly, and yanked the door open. Kili darted out, and he heard Thorin over his shoulder, barking that _I'm going with them_ and Dwalin protested and Balin said something breathtakingly sensible and before any of them could follow, Fili slammed the door behind them.

Minutes later the brothers stood side-by-side in the puddles collecting on the floor of the forecastle and entreated their crew for help. Fili began a speech and it was as if his words needed no meaning; his voice beamed and some untapped charisma blossomed from within him like fire while he spoke. The dark corners of the room came unveiled and Kili knew this was worth the risk; this brief glimpse of the sun inside his brother was evidence, a promise that they could outlive the storm, and he felt it himself and saw it in the other sailors gathered, the light filling them from the bottom up. A wick inside them caught and came to life, their backs straightened, and their chests swelled. Seven men, including Bifur and Gloin and of course Nori who harbored a special fondness for Fili, volunteered on the spot. Bofur joined them when they emerged from the forecastle.

In less than an hour, Fili and Kili led their team of reckless volunteers onto the spar deck to restring the very sinews of the _Oakenshield_.

Kili wore thin layers to avoid taking on any weight from wet clothing. Before he even finished his first knot, his fingers were frozen through. By the second knot, they had gone past numb into solid, inescapable pain, a permanent stiffness like the body's surrender to the world's grief. Everything down to his marrow throbbed with a cold ache. It became part of him; he adopted the cold; he adapted to shaking and twitching fingertips and the vague slice of splinters in his palm that he felt, but didn't feel, as if it was happening to someone else.

He and Fili and Nori, the smallest and nimblest, slogged back and forth from port to starboard, lacing the new lines between the old ones and handing them off to the rest of the men. They did not look forward and they did not look back, but if they'd taken the chance, they would have beheld a vast new network of rigging like a colossal spider web strung taut across the dark sky.

Time skidded by on the winds, froze inside Kili's joints, swirled around his feet on the foaming water and fastened to the moments trapped in each knot he secured. The team could have been out on the deck withstanding the storm and tying off purchases for a day or a week or less than an hour; Kili couldn't be sure. It felt like a long time, but he put his head down and worked and before he knew it, they'd reached the mizzen mast. It was in a pitiful state, groaning and tilting visibly, but their work remained methodical and precise.

Thorin appeared over Bofur's shoulder to ask after their progress. Most of the men shouted and urged him to return to his cabin, but he was much too hardy and stubborn, and even when Gloin tugged at his elbow, their captain stood staunchly next to Fili, yelling something Kili couldn't hear into his ear.

A wave tackled their knees, throwing the floor beneath them off-kilter. Kili crouched for better balance and clung to a rope with hands he couldn't feel. And he watched helplessly when his uncle's head disappeared under the water.

Kili struggled, but the rushing waters pinned him to the mast. Thorin's head bobbed above the surface, present and whole and reassuring but too close to the rail. Fili dove after him, twisting one hand in the back of his coat and the other hand around a slack shroud. With Bifur's help and Kili's fervent hopes and thanks to the dwindling waves, Fili and Thorin were able to drag themselves back to a safe position.

The wood frame around them creaked and sent vibrations through their feet.

"We've got to hurry!" Bofur cried.

Kili gave a short nod, wound a rope around his arm, and darted into a shroud, climbing higher and closer to the wind and farther from the water, somewhere _in between_ where the bottom dropped out of his stomach. Below him, he heard several men shout his name; Thorin's earthy roar and Fili's unmistakable tenor, both their voices desperate and shredded. He took a deep breath and locked his mind to the knot between his fingers, imagined he could feel them, pretended they didn't seem to be unattached a mile away from his body.

The work became focused, breathless and pinned on a razor between rain drops, and Kili would never know how, but he finished that last rope high above the main sails in almost no time at all. When he swung back to the deck, a little clumsy from cold, Thorin and Fili threw themselves upon him. After a cacophony of shouting and two more knots and a particularly determined waist-high wave, Kili let his brother drag him back to the captain's cabin. The remaining men had only to tie off the last purchase and retreat below deck.

* * *

"You could have been _killed!_" Thorin bellowed, his voice just starting to fall apart in a hoarse growl. His eyes bulged and his grip on Kili felt like it might snap his forearm.

Kili held his breath. The muscles in his neck and his jaw tensed and he leaned away from his uncle as far as he could manage.

The air between them solidified with fury or agony or panic, hardened and brittle and ready to break. Thorin opened and closed his mouth; his hand on Kili's arm shook before he released it and whirled away all in one motion. Kili stood rooted to the spot, panting as if he had just sprinted a race. His insides tingled, and he stared at his uncle's back where it was framed by the dying light of the embers left in his fireplace.

Thorin spun around again and Kili flinched. He caught his uncle's expression, saw scarlet dusting his cheeks and bright lights in his eyes. He looked shrunken and worn; took a deep, shuddering breath. Kili's shoulders relaxed ever so slightly.

"Thank you," Thorin rasped. He cleared his throat, looking steadily at his toes and breathing hard. "Both of you should stay. Here. It's warm here. Stay here for the night."

Kili stepped forward. Thorin glanced up and offered him a brief nod before turning away again.

Then Kili turned to his brother, looked at him properly, his wild, unbound hair like ropes of yellow seaweed and the neck of his shirt draped loose over his collarbones. Somehow, inexplicably and inappropriately, a giddy laugh escaped Kili's lungs. Fili breathed, and Kili tackled him in a wild, relieved embrace. They gripped each other's shoulders, wound up tight with adrenaline. Kili buried his face in his brother's shoulder to muffle his giggling.

A hand pressed stiffly against his back and vanished almost instantly, as if uncomfortable with the contact. The brothers pulled apart to face Thorin, who hid a smile behind long fingers. He kept nodding, but couldn't seem to form words. Instead, he crossed the room and eased into a chair in the corner. He passed a shaky hand over his eyes, and pulled his pipe out of a box on the floor.

Not a minute later, Fili and Kili collapsed sideways across Thorin's mattress, fully dressed, the heels of their boots splayed on the floor. Kili pulled the corner of a blanket over his face and tried to ignore the way the room around him lurched and rolled and skidded throughout the night.

* * *

**-o-**

**Author's note:** This is only barely edited. I needed to stop worrying and nitpicking. If you see any weird mistakes or problems, don't hesitate to tell me!


	7. Delos

**Summary:** Fili and Kili finally pull back some layers to their past.

**Author's note:** Huge, MAJOR thanks go out to tumblr-user fulloffeels for throwing out and discussing ideas (SO patiently!) and to ladyzaniahstrangeling, my savior, who actually, legitimately beta-ed this chapter. I think that's a first for me. If it weren't for her, you would not be reading this now :)

* * *

_Delos_

After eight days, the waves subsided and on the ninth, the rain stopped and though the sun still didn't shine through the clouds, the winds relaxed to a dull whisper.

Kili had seen little of his uncle since the day the bowsprit cracked. He and Fili had spent that night-a long and vicious one-in Thorin's cabin. The next morning, their captain had woken them with a meager breakfast, but he had not included them in whatever heated discourse he and Balin began ten minutes later, so they'd slunk out of the room and back to their own bunks, chased by Thorin's order to stay out of trouble. As Fili pulled the door shut against the wind, Kili had shouted over the storm how they would _get into all the trouble they liked as long as it kept the ship afloat_, which had earned him a sharp jab in the ribs from his brother's elbow.

Bilbo was afraid to show his face on deck again-not because of the dangerous weather, but because he might cross paths again with the captain. During those days, through the last coughs and splutters of the waning storm, he spent most of his time with Fili and Kili. He asked questions about the _Oakenshield_; how many guns and masts she had, which members of the crew did what and how long they'd been on board.

They talked and joked and relaxed in each other's presence and gradually Bilbo eased into more details. Fili and Kili told him how Grasper was personable for a tomcat and liked to sleep in the bunks, while Keeper, the real killer, hissed and spat like a fiend when cornered; how Dwalin and Thorin had been sailing together since before Fili was born; how Bofur could learn any song after two listens and how, despite appearances to the contrary, Bifur was quite gentle and harmless, and almost no one on board knew how he had earned the misshapen scar on his forehead.

Bilbo also learned early on that Fili shut down after questions about the _Arkenstone_ and Kili changed the subject if it came around to scars or birthdays or romance.

Sometimes Bilbo sought out Ori's company, and they discussed books and the hassle of keeping good penmanship aboard a boat while it rocked on the waves. Bilbo would have liked to spend time with Nori, but the navigator had become surly and hostile. All of his meticulous calculations had been blown of course in a matter of a week, and his frustration was evident.

On the morning of the tenth day, the sun rose. It winked against the border of the ocean and though lazy grey clouds still draped across the sky, they weren't earnest, and the day was lighter than the _Oakenshield_ had witnessed for over a week.

Ignoring their protests, Fili dragged Kili and Bilbo onto the deck to squint and soak up the long-lost light. If they also recruited his help untying the long guns, no one held it against them.

While they were discussing lunch, Thorin and Balin swept past, cold and stormy, debating in hard voices. Kili spun on his heel but neither the captain nor his first mate spared him a glance. Fili and Bilbo pulled away, heading for the galley and Bombur's cooking, while Thorin and Balin maintained an irrepressible gait toward the captain's cabin. Kili felt momentarily torn, but when Fili called his name, he adamantly ignored it. He ducked between two passing sailors and fell in line behind Balin at a careful distance.

Thorin and Balin disappeared inside the captain's cabin, the door left hanging slightly ajar, and Kili felt a surge of curiosity and suspicion. After brief consideration, he leaned a shoulder against the doorframe and turned a sharp ear toward the crack in the entryway. He forced himself to look casual, though all his muscles were strung tight enough to shoot an arrow. From inside, just faintly, someone said Kili's name, plucking the strings in his chest so he could hardly breath around the vibration. He closed his eyes and listened.

Balin grumbled inaudibly and Kili pressed himself against the wall until the wood grains could slot around his bones. He willed his ears to work harder.

"They'll always be there for each other. And they're both capable sailors."

"They're more than capable," Thorin agreed. Kili held his breath.

"Why don't you tell _them_ that, sir?" Balin asked.

"You know it would just go to their heads," Thorin scoffed. "And they'll continue to pull stunts like _that_. By God, if you encourage Kili, he's likely to get himself killed."

Kili's hand drifted absently around the scar on his stomach.

Balin sighed. "They look up to you. And _I_ know you care about them, whether you will admit it or not."

"I'll admit it. I just-" he cut himself off and Kili heard a thud and winced.

The floorboards creaked. Balin murmured something.

"Because I can't look at either of them without seeing _him_," Thorin choked.

"They have you to watch out for them."

"So did he."

Kili heard heavy footsteps from inside and his heart pounded in his throat. He hurled himself off of the cabin wall and searched frantically for an escape. The door creaked.

"Kili?"

He whirled. His face was hot marble, and somehow he was hyper-aware of his inability to smile or swallow or breath normally. Thorin's face remained stoic but Kili noticed how his eyes were tight and narrowed, his complexion like ash. "Did you need something?" he asked.

"No," Kili rasped. His cheeks were as red as Thorin's were pale. He cleared his throat and tried again, "no, no. I just wanted to-I went-I was just checking if you'd like something. Something to eat. Or drink."

Thorin's face was inscrutable. Kili swallowed dryly several times, waiting for an answer.

"I appreciate it," his uncle said finally. "But you don't have to do that, you know."

Kili breathed out. "No, I mean, I was just ... I just happened by."

Thorin nodded slowly, building an unreadable shield around stiff features. He took a deep breath and pulled Kili into an awkward half-hug, squeezing his shoulder, the stern branches of his limbs giving nothing away. Kili held his breath and put a hand around his uncle's waist and showed his teeth in what he hoped could pass as a smile.

"And thank you," Thorin repeated without making eye contact. His eyes drifted toward the nearest mast, strung up by its newly-knitted web of supporting cords. Words stuck in the back of Kili's throat, but he nodded and when Thorin patted his shoulder, he ducked his head. They separated fast and without a word, and for some reason Kili couldn't release the tension coiled in his neck.

Kili immediately sought out the safety of his brother's company. He felt warm and relaxed but oddly wound, deep in the tiny, nagging core of his lungs, like that moment of melting into the cushions of a fat armchair the night before a duel.

He found Fili with Bilbo at the bow of the ship, lounging against a pair of barrels outside the galley and enjoying Bombur's first fresh-cooked meal since the storm had begun. Kili's stomach rumbled, but his mind still clung to the loose threads of his uncle's admissions. He sidled next to his brother and tried to form words that made sense.

"Fili," Kili said, studying his feet. "Who do we remind Thorin of?"

Fili's brows drew together and he chewed thoughtfully. After several seconds he swallowed and asked blankly, "what?"

Kili heaved a sigh. "Nothing. I don't know." This wasn't even the place to begin. What had Balin said about them?

Fili leaned forward and shook his head. "No, really, what is it? Is something wrong?" He sat up straighter, the muscles in his shoulders drawing into a rigid line. "Did he say something to you?"

"No!" Kili said quickly, and stammered because of course his brother would jump to the worst conclusion. "No, we just-he didn't-I mean, yes, he _talked_ to me, but it wasn't-he told me ..." He trailed off, wrapping his head in his hands, trying to make sense of everything.

Fili sprang up purposefully and Kili groaned because all of this was coming out wrong. "What did he say?" Fili demanded, and let out a frustrated growl, and scanned the deck as if searching for something. "What's he even got to yell about, now?" He rounded on Kili. "_Did_ he yell at you?"

Kili bit his lip. "He ... hugged me?" He tilted his head and ran a hand through his hair, tugging up an image of the memory, and frowned, wondering if he'd dreamed the whole thing.

Fili's mouth fell open and his lip curled comically.

Kili let out a huff of surprised laughter. "Yeah, that's what I thought, too."

Soon, Fili was giggling outright. When he could breath properly, he asked Kili just what was going on, and Kili took a moment to backtrack and give the right answers. "Balin said Thorin cares about us."

"He told you that?"

Kili could feel scarlet flush his cheeks. "Um, not exactly. He was-I kind of overheard them."

The creases of Fili's frown melted as realization dawned on his features, only to be swiftly wiped away and replaced with amusement. He pursed his lips in a futile attempt to hide his smile. "You were eavesdropping, weren't you?"

Bilbo choked on his loaf of bread and Kili took the opportunity to pound on his back and avoid facing Fili. Hot embarrassment still burned around his ears when he answered, hopefully with some dignity. "I was just walking by. They're the ones who left the door open."

That made Fili laugh outright. He winked, and Kili knew what his brother was thinking.

Despite assumptions to the contrary, a 150-ton schooner is no place for privacy. Kili, especially, upheld a well-earned reputation for clever hiding places. Years ago, he had become so nimble and achieved such stunning acrobatics in the riggings that those who knew better always checked for his cheeky smile above them before starting even a casual conversation on deck.

"Well, if I'm such a _sneak_," Kili said, "you'd think I'd have spied out some information worth hearing, not this shit that just confuses me even more."

Fili's laugh and his grin slowly faded. "But Balin said ... what, exactly? That Thorin cares about us?"

"Yes, and Thorin agreed."

Fili wrinkled his nose.

Bilbo cleared his throat. "Sorry, but, well, I fail to see why all this is relevant. He's your uncle, after all. So naturally he cares for you ... doesn't he?"

"He's got a hard time showing it," Kili said darkly, and Fili didn't look up from his toes. "But he gave me a hug, just now, and said thank you. For fixing the ship, I suppose."

A soft smile tugged at Fili's lips.

"I certainly thank you for that, myself," Bilbo pointed out.

Kili chuckled. Then he licked his lips before adding, "Thorin said we remind him of someone. Both of us, I think. I don't know, I didn't really understand-" He stopped and let out a frustrated groan. "I can't even begin to think who."

Fili finally looked up and lifted a shoulder. "I don't know. Father, I suppose. Or maybe Mum, or Frerin, or grandfather." His voice sounded soft and trampled.

"Not himself, that's for sure," Kili muttered. Though Bofur insisted that Kili looked almost identical to a teenaged Thorin, that was where the comparisons between them ended, often awkwardly.

"I don't think you're that different," Bilbo piped up. Fili snorted, and Kili shot Bilbo an incredulous look. Immediately, the pirate's cheeks flushed, and he stammered something about _just met you, first impressions,_ and _would you like more stew? _before beating a hasty retreat for the kitchen, leaving Fili and Kili alone, biting their lips so as not to laugh in his face.

After Bilbo was gone, the joy dissolved from Fili's features. He sighed. "Do you remember Thorin talking about waiting eighteen years for this?"

"Yeah... for what?"

"That's the thing. I'm not sure-getting revenge on Smaug, maybe, or finding the _Arkenstone_. Maybe both."

"Okay," Kili hesitated. "When did Smaug sack the Lonely Harbor? When did the _Arkenstone_ go missing?"

Fili pounded his fist on the wall behind him. "I don't _know_! Every time I try to ask, Thorin says I'm too _young_ or too _stupid_ or he hasn't got _time_. And Balin and Bofur wouldn't say anything or do anything if it meant going against Thorin."

He bit down so hard on his lip Kili could see it turn white under his teeth. That was when Bilbo returned, something bright and expectant on his face which immediately crinkled into concern. His mouth shut with a soft snap as he looked hard at each of the brothers in turn. Fili gave no sign that he was aware of Bilbo's presence, though Kili shot Bilbo an apologetic glance and accepted the mug of ale he held out with some uncertainty.

Fili leaned back. "There's one thing I keep thinking, Kili."

"What's that?"

"_You're_ eighteen."

Kili grimaced. "What have I got to do with anything?"

"_I don't know_." Fili looked ready to tear his hair out.

Kili thought it was all rather irrelevant and coincidental, but it pained him to see his brother in such distress. He shrugged and cast about for anything, some comment he could polish up to reflect a smile. "It's-I dunno, I don't think I have much to do with Azanulbizar, or anything," he chuckled weakly.

Fili didn't smile. He shifted uncomfortably, resting his forehead in his hands. "It's just that I thought all that happened _before_ we were born, you know? But for him to say-I mean, eighteen is a really specific number, he didn't just draw that out of thin air, and ... I was _five_. What could have happened when I was _five_, Kili? How could I not even _know_ about it?"

He looked up then and hooked his eyes on Kili's and Kili felt his chest crumple. His brother's face was wrung out, undone and patched up by the faint grey of suppressed tears.

Bilbo shifted awkwardly from one foot to the other, staring resolutely into the depths of his drink. Kili took a breath to speak, but all the words evaporated on his lips before he could call them to mind. He let out a long sigh and answers failed him, sucked into the tenuous creak of the Oakenshield's makeshift rigging.

* * *

Kili liked to get drunk, but not as much or as often as most of the crew. Nori was a particularly bad influence, and he could usually reel Fili along, but tonight Kili's brother seemed worn down and content with the relaxing buzz of one drink as opposed to the raucous, unbridled joy of seven.

So the brothers relaxed against two fat barrels of mead, tucked on the edge of the circle where a handful of the crew had gathered to enjoy the peace of a cloudless night.

The conversation began with Bombur's food, which had made a glorious, savory return now that he could safely cook in his galley without being drowned or blown into the ocean. Eventually, though, talk turned to old stories of storms the _Oakenshield_ had weathered, or-particularly in Nori's case-storms the men had ridden out on other, less sturdy vessels. Balin made a toast to their captain, who had saved many of his crew on more than one occasion. Kili raised his mug in silent agreement.

"Oh, aye, wouldn't none of us be here if it weren't for your Uncle Thorin," Bofur said. "Captain, that is. Captain Thorin." He giggled.

"He's been saving our skins since before the lads were born," Balin added.

Kili held his breath, staring intensely at his toes.

"And what about our mother?"

"What about who?" Bofur said. His eyes were bright and if he were sober Kili would never be so brave.

"Our mother," he repeated. "What about Dis?"

"Yes, good woman, your mother was," Nori said loudly.

Bofur agreed, nodding so vigorously he swayed on the spot. "Dis was beautiful and fierce."

They both paused to take a swig. Calm disinterest settled over them, and anxiety clenched at Kili's heart. He couldn't let this opportunity slip by. "And she was at Azanulbizar," he prodded.

Bofur squinted at him blearily. "Aye, she was. She was indeed. She was at the Battle of Azanulbizar. Have you ever heard about Azanulbizar?"

Kili tried to swallow and found his throat blocked by something cold.

Fili took over for him. "Not much," he said, which was mostly true. Bofur smirked and shouted at his brother for a refill. Taking a bold leap, Fili added, "tell us about it, Bofur."

The shipwright coughed and pulled a pipe from inside his jacket, which was thready brown wool worn down to something soft and comfortable and largely inadequate for cold weather. He hummed softly and nodded. Kili couldn't tell if his solemn consideration came from a genuine thoughtfulness or from the lingering effects of alcohol, but when Bofur leaned back in the broad hammock of recollection, that sedate stance reserved for storytelling, Kili held his tongue. He wouldn't interrupt whatever process might unravel answers from his past.

Nori offered Bofur a light, and he accepted, and took a long drag, releasing the smoke around a pleased sigh. The wrinkles on his face deepened, and he studied the floorboards before him with a great intensity, as if his story was recorded there in the wood-grains.

Bofur hummed, a low, inaudible rumble from his chest and finally spoke. "I don't know if I'm qualified to tell the beginning. It all started before me." His eyes flicked up, twinkling with the reflection from his pipe, and fixed on Balin's.

There was a long pause and Kili squirmed, knowing Balin would never give away all his captain's secrets. Fili slumped back against the barrel, looking as defeated as Kili felt.

Balin cleared his throat, and the boys looked up at once.

"I suppose it started at the Lonely Harbor," Balin began, and the air left Kili's lungs in a low hiss. The first mate stared at the emptiness between their small group, collecting his words off the silence and the dust and scrawling them over the gentle rumor of waves against the hull.

"After Smaug raided the port and drove out our whole family, Thrór led his people west to Italy and then Spain. Thorin was young, maybe eighteen or nineteen. We wandered on innocent winds and peaceful waters for almost two years before settling on the Balearic Islands."

The company was quiet. Nori nursed his mug of ale while Bofur chewed the end of his pipe. Kili leaned back, resting his head against a barrel and searching the stars, trying to imagine Thorin at Kili's age. It was a vague reflection of the Thorin he knew now, but with blurred features; a word that had no translation in his language, a ghost of a cloud that Kili's fingers passed through without gratification.

Had he always been so serious, so perfectly unyielding and inflated with unflappable authority? Kili scratched at his stubble, and even when he squeezed his eyes shut, he couldn't picture Thorin with less than a full beard, or losing at drinking games, or going for a lazy swim, or loving a woman, or staying up at night stargazing with his brother.

For Frerin there was no image at all, only deep, untouchable blankness.

"Thrór and his son loved the sea too much," Balin continued. "They never felt at home on land, least of all a foreign land tied to a language none of us spoke. We were uncomfortable there, and unwanted. The people never warmed up to us, even when Fili was born."

Kili felt his brother twitch.

"For years, Thrór, his son, your uncle, Dwalin and I-most of us, in fact-sailed across the sea to find a better home. One without abuse and intolerance. Your mother-well, she got quite tired of being left behind."

Bofur chuckled and pointed out that he could pick up the story from there, and Balin begrudged him the right.

Balin's tale had been all words Kili couldn't hope to spell, bound up perfectly into detailed paintings and long landscapes. Bofur, on the other hand, told a story like he sang a song. He rocketed off with a real, homely dialect unburdened by definitions and lilting with feelings only a person who's _lived_ could properly recall.

He told them how Dis had more gumption than both her brothers combined-"a right spitfire, she was"-and the only thing that could calm her down from a fight was her husband, Fili and Kili's father. "Unless the fight was _with_ him, but those were rare enough and dangerous enough that you never really caught one in person, and if you did, you left in a hurry."

Kili already thought he would boil over with questions, but he held his tongue, and anyway Bofur was on such a roll that he didn't think he would accomplish much, even if he tried to interrupt.

"It was the middle of winter when Thrór decided to sail south. God only knows why, what else waits south outside of deserts and strange languages and old religions? Well, _I _know what else-barbarians, that's what. Fucking Tripolitan bandits and Barbary pirates. But Thrór had never explored there and he was never one to be satisfied if there were new places to go and new people to see."

That, more than anything, sounded like the Thorin Kili knew. He must have grown up into his grandfather's boots.

Bofur waved an uncoordinated arm toward Balin. "Like he said, Dis got tired of being left behind. She missed the ocean, really-not that any of us could blame her. And Fili wasn't an infant anymore. Goodness, you must have been at least four. Five? Six?"

Cold fingers twisted around Kili's guts. He opened his mouth and only managed a croak, had to clear his throat before managing, "was I born yet?"

He kept his eyes forward, but he couldn't ignore how Fili shifted awkwardly at his side. His brother whimpered _I remember her leaving_ and twisted a hand around the hem of his shirt. Kili felt acutely aware of the distance between them, small though it was. He knew Fili wanted something, some kind of contact, some way of grounding himself, and it made Kili ache with guilt but he could only fold inward, wrap his arms tighter and hug his knees closer, because the thought of touching another person now, when he didn't even know himself, made his skin crawl.

Bofur looked at them both, blinking slowly, and Kili wondered if the shipwright was more sober than he'd thought. "No," Bofur said. "No, Kili wasn't born yet, that was the whole point. There were no babies-Fili was a lad then-that's why she reasoned she ought go along."

"Plus, she had a ship," Nori chimed in.

"Aye, she had a ship she was proud of, and she insisted on taking it out herself. It was a beautiful thing," Bofur said fondly, his eyes glazing over with memory. "A stout schooner, not as big as this one, but fast, so much faster."

Balin nodded. "She didn't keep anything onboard but the necessities. Nothing to weigh it down, light as a feather. She always teased Thorin and told him his guns were overcompensation."

Bofur threw his head back and laughed. "Didn't matter, she could outrun him anyway!"

Kili chuckled, but also felt a sting behind his eyes, the still-warm embers of loss.

"And she got to go?" Fili prodded. "To the Barbary Coast?"

Wiping happy tears from his eyes, Bofur nodded clumsily. "Gods, but no one wanted her to. She reasoned with her grandfather, complained to her father, took Thorin out for a magnificent row. She got her way, in the end."

"She shouldn't have, not in her condition," Balin grumbled.

Kili frowned.

Bofur waved his comment aside. "Maybe that was my fault. I'm not sorry for it, anyway. Dis had as much right to sail as anyone, especially on behalf of her family. While all the old buggers went on about her new little one and how she ought to stay home and take care of him," Bofur sighed, eyes downcast, "well, she and I thought that was the best way to love Fili, in the end. Finding him a better home, that is. Both of you. All the young ones."

Kili rubbed the back of his neck and shot his brother a nervous glance.

Bofur took a long drag on his pipe, leaned back, and exhaled a steady stream of smoke. Everyone watched it unfurl there among the stars, a transparency that dissolved between the constellations.

Bofur chuckled, and Kili felt the deck again, firm below his feet. "Thrain had come around, but Thrór couldn't be convinced. And as always, Thorin sided with their grandfather, Frerin with their father."

Balin and Bofur exchanged an unreadable look that Kili wished he could understand.

"So the morning finally came when Thrór was set to lead them off," Bofur said. "And he sent Dwalin to-well, babysit, I suppose. He was supposed to keep Dis locked up and distracted. I doubt it would have worked, anyway, but-" he bit his lip sheepishly, "-um, I might have interfered."

"You did the right thing, chap," Nori said, loud with alcohol.

Bofur grinned. "I took Dwalin out for a drink. A few drinks. Actually, Christ, I got him so drunk he couldn't sit up straight, let alone stand. I don't remember how I convinced him ... don't remember much from that morning, actually." Everyone burst into laughter. "But at any rate," Bofur smiled, "when the sun came up and Thrór's fleet weighed anchor, the _Silverlode_ was one of the first to open waters."

The sailors roared happily, and Kili managed a weak chuckle. Fili was still very stiff at his side. "Was that her ship?" Fili asked, his voice unusually strained.

"Pardon?" Bofur said.

"What did you say her ship was called?"

"The _Silverlode_. Pretty. Swift. Deadly. I did some work on it myself," Bofur reminisced around a lungful of smoke.

"When did it happen?" Kili asked softly.

"Azanulbizar?" Balin leaned back and scratched at his snowy beard. "Oh, it was eighteen years ago now," he said thoughtfully. "Actually, a little more. Happened in winter."

When Fili cut in, his voice was hard, hewn from rough stone. "And father and Frerin died there."

The silence around the circle was undeniably affirmative.

"How?" Fili croaked.

The color drained from Balin's face until his cheeks almost matched his beard.

Bofur leaned forward. "Many good men died there, none-"

"Bofur," Balin snapped. The midnight shadows cast sharp angles across his face. Kili knew without having to ask that the conversation was over. Balin stood up and crossed his arms, pulled up by the strings of duty, while Nori, Bombur, and a handful of stragglers departed with excuses of a good night's sleep.

Bofur cleared his throat and stood, more reluctant, less businesslike than Balin, but already pulled away by impropriety. "Yes, well. Anyway, that was _eighteen years ago_, like we said. Best to leave the past in the past, lads." Balin patted him on the shoulder and they melted away into the dark.

Fili growled, but before Kili could say anything, he noticed Bilbo-silent and furtive-lean forward into the light of the lantern. He shot Kili a pointed look, features resonating with some purpose and meaning that had Kili's brain spinning in seven directions. He felt empty and guilty for it but he couldn't for the life of him figure out what Bilbo found so significant.

Behind him, Fili gasped. "_Eighteen_."

Kili's frown deepened. "Yeah, I-so?" Fili's jaw hung slack, his features cut with astonishment. "What is it?" Kili asked desperately.

"It was Azanulbizar," Fili breathed. "That's what happened eighteen years ago."

"Yeah, I suppose you were right before," Kili said slowly and tried to wrap his head around whatever they'd discovered. "That's when the _Arkenstone_ disappeared. So that's the revenge Thorin's after?"

"Kili," Bilbo asked softly, squatting next to him. "When's your birthday?"

"July."

Bilbo sat back on his heels and studied his hands, turning them over in his lap thoughtfully. "Your father died in that battle, eighteen years ago?"

"That's what I'm told," Kili sighed.

"And that was in winter. Before you were born."

"Bofur seemed pretty sure of it," Fili agreed.

Kili felt his chest clench. It was like an unplaceable deja vu, some fleeting realization that danced just outside of his reach. He felt his face curl, fraught with confusion. When Bilbo finally looked up, his eyes were round, black, glistening with the heavy burden of helplessness and pity.

Bilbo's throat bobbed as he swallowed audibly and finally said, "Kili, I-sorry, but I just can't help but think you were at that battle, too."

Kili stared. He opened his mouth, on the verge of shouting because at the end of the day, he knew he wasn't the cleverest member of the crew, when suddenly a gear folded into place-a knot tightened in his mind-and his teeth clicked shut. It was like the difference between a handful of stars peeking through the clouds at night versus the moon in her fullest glory. It was fortunate that Kili was sitting down-despite this, he slumped backwards against the barrel and clutched the front of his shirt until he could feel his fingernails through the fabric.

Fili let out a shout of laughter. His face shone with a hysteria that was not quite amused, yet not quite frightened. Kili, on the other hand, was struck by the sudden and inexplicable urge to claw something out of his chest, but found, with some disappointment, that it felt emptied to the last breath.

"Kili?" Bilbo asked. He looked concerned, though Kili didn't know why.

A cold rope wrenched tight around his stomach. He whirled around to look at Fili-buttoned up, hair tied back, pristine, but so genuine and undeniable.

Kili couldn't feel his own face.

"She was pregnant?" Kili asked weakly.

Fili nodded, looking faint with a surprise akin to relief.

"I was at Azanulbizar?"

"Hardly fair, is it?" Fili joked. "When I got left behind at home?"

"Father _died_ there," Kili said. He couldn't hear his own voice over a violent buzzing in his ears, but he felt it, trembling and small, like a thread through a needle.

Fili's expression morphed from delight to shock to deep concern before horror parted his lips.

"Mum could have died there," Kili whimpered. "_We_-" he choked on the thought, and clapped a hand over his mouth. His stomach lurched, and he wanted to stand up, to be in control of something, but his muscles fought back and he ended up on his haunches, twisting his shirt between his hands. He gazed up at Fili and he could feel the chilled breeze and the sable of twilight sear the back of his eyes.

"Oh, _Kili_," Fili breathed, gripping his brother's shoulder with solid fingers.

"Everyone-Fili, what if Mother and I had-instead of Father-and then _you_-"

"_Stop_," Fili said sharply. He brushed Kili's hair back and wrapped an arm around his shoulders, pulling him against his side. Kili rested his head against Fili's neck. Tension coiled in all his limbs, but he tried to breath it out, share some of it with his brother, if he could. "Mum was strong and perfect, you know that. She _survived_, and you survived with her."

Kili nodded mutely. He didn't say anything, and let his gaze wander until it fixed on the dog star. When he squeezed his eyes shut the imprint of that distant light branded the black of his eyelids and flickered in all the old mimetic colors.

* * *

**-o-**

**Author's note:** As always, if you see any mistakes or have any concerns, don't be shy :)


	8. Orion

**Summary:** Kili's a bit of an angsty teen. Bilbo proves his usefulness. Trolls. Etc.

* * *

_Orion_

Kili had never felt more awake, yet at the same time, his mind had never felt so blank. After a long pause, silence burning audibly in the flickering lanterns, Bilbo left the brothers alone. Fili took Kili's hand in his and gave it a brief squeeze. He breathed out, slow and warm, against Kili's temple.

"I miss her," Kili murmured.

"I know you do," Fili's lips tickled his hairline.

Kili leaned back to squint at his brother. "Don't you?" his voice cracked and he winced, quickly looking away.

"Of course I do," Fili said.

Kili stared unseeingly at the deck for a few moments. "Do you miss father, too?"

The swell of the ocean seemed to grow louder around their ears. An invisible hook tugged at Kili's throat as he studied the space between his feet.

"Every day," Fili replied, small and distant. His voice was almost drowned out by the roll of waves in the background.

Kili sat still for a moment, letting his brother breath against the backdrop, silence burning from one star to the next. Gently, Fili's hand wound its way around Kili's thigh and it shook there, screaming with hesitation. Kili exhaled and lay his head against Fili's shoulder in approval. Fili sighed and relaxed. "You would have liked him."

Kili closed his eyes. "What did he look like?"

"He had short hair the color of ... sunlight. I remember it shining in sunlight."

Kili let his head fall back against the barrel and began to catalog the stars one by one.

"He looked like you," Fili whispered.

A huff of laughter spasmed in Kili's chest. "With your hair."

"Your eyes," Fili countered.

They counted quiet seconds across the breeze.

"Actually," Fili said, "you're more like Uncle Frerin."

The breath died in Kili's throat.

"He liked music, and he never wore his hair up, and he and Thorin told stories, and he..." Fili said. "Sometimes you laugh and I get this sudden deja vu, like I'm still four years old and everyone is still singing next to the old brick fireplace."

Sharp air pressed against Kili's temples and he swallowed down the salty air as best he could without choking. He spoke then, pushing the words across his lips with great effort; "I'm sorry, Fili."

"No," his brother's fingers dug into the soft spot behind his knee. "I like it when you laugh."

For a moment Kili thought he should giggle at that but it didn't come out, and it wasn't right, and the feeling passed and left him dripping with the empty shadows cast by a cloudy night.

"And I miss Thorin, too," Fili said softly.

Kili frowned and shot a glance at the captain's cabin-or its door, shut tight against the cold night air and the dull white moonlight.

"The Thorin who smiled and played music. The Thorin who had your smile."

"No, he didn't," Kili snorted.

"He did," Fili said, a grin pulling the corners of his lips. Then his eyes glazed over in a far-off stare. "I think. I'm beginning to forget, now. Maybe I'm mixing the two of you together."

* * *

Kili didn't sleep that night, nor the next. He took naps in the middle of the day, when the sun was hottest, but couldn't keep his eyes closed for more than an hour at a time. He shared the night with two moons; the mutable bright crescent that dodged clouds, and her opposite, warped and rippled on the ocean's face, a slice of white on water so dark it bottomed out into nothing.

He wasn't assigned to the midnight watch, not strictly speaking. Since he felt most alert between twilight and sunrise, he thought of relieving Gloin the watch duty, but something selfish burned in his chest, and the mere thought of looking another person in the eye made Kili's veins surge with a petulance he didn't trust himself to control.

Instead, he threw on a dark shirt and a darker pair of pants, patted barefoot across the deck, swung silently into the main rigs, and hid there in the unstarred patches of the sky.

He distracted himself with the makeshift lines that held the ship together ever since it had threatened to break in the rages of the storm. While the moons drifted lazily around one of his shoulders, then the other, he carefully tightened knots and adjusted angles and patched frayed purchases. The work was soothing. Methodical. Comforting in its precision and its solitude.

And though, after uncountable hours awake, his body began to deflate and rust, his mind still raged with storms and questions and unanswered, unnamed demons. When he could get no more response from his quaking muscles or his numb fingers, he curled up above the topsail and pressed his cheek into the wood of the mast and listened to it speak and tried to remember which constellations had happy endings and thought about waking Fili but couldn't bring himself to torture his brother with more burdens that weren't his own.

On the third night, Kili felt as sleepless as ever. He eased himself down from his bunk and shot a glance at Fili's below him. His brother's back was turned, his breathing measured. Several thoughts swam through Kili's mind, things he could say to Fili and ways he could wake him up without causing him any worry. His mind churned with options and ideas until they chased each other into a blank grey. He sighed and turned for the ladder without saying anything, as always.

He pulled himself onto the deck and cast about a shifty glance, making note of Dwalin's hulking figure at the helm and Bifur leaning tiredly against the main mast. Kili slunk around the corner of the galley and knew that in the morning, his muscles would twitch and his head would throb, and exhaustion would hit him like a hammer in the afternoon, but this-the cold reality of the night air-breathing in a world of reflected starlight-that was all worth the miserable days.

Suddenly, a warm hand rested on Kili's shoulder. A fuse in his sternum lit his pulse on fire. He spun wildly, felt his neck heating up in angry scarlet, grabbed a handful of soft linen and lifted his other hand for something, either an attack or a defense; he couldn't tell which.

"Kili?"

"_Bilbo?!_"

The poor man looked frozen and traumatized and unable to remove his gaze from Kili's outstretched fist.

Kili took a deep breath and let it out, swallowing around the pounding in his ears. "_Fuck_. You shouldn't sneak up on a man in the middle of the night like that."

Bilbo stammered in apology.

Kili felt the air refill his lungs, actually felt where his breath started and stopped and where it snagged on that rush of adrenaline. Then he remembered he still had a hold of Bilbo's shirt. Panting, he looked at it stupidly before letting go, one finger at a time. He wrapped his hands around himself. A familiar taste of rage thrummed on his lips, and in the tips of his fingers, and Kili dug them into his sides to still their shaking.

He sighed. "Did you need anything?"

Bilbo swallowed audibly. He kept his eyes on Kili's hands, but stood his ground. "I was going to ask you the same thing."

Kili felt the silence swell in his throat. He frowned.

"You've been up late the past few nights," Bilbo said with a purposeful nonchalance. "I wondered if you might like some company or conversation."

Kili shrugged.

"I'm sorry I frightened you," Bilbo offered.

"Me too," Kili said, and craned his neck to squint up into the branches of the foremast, a stark sentinel pitch black against the unnamable, lighter sable of the starry sky. They cooled his blood so he could breath straight. Bilbo's voice drifted across his vision.

"He's not asleep, you know."

Kili's eyes dropped again. Bilbo's neck was stretched and his gaze trained on the sky. Kili watched him closely.

"Fili told me a story the other night," Bilbo said conversationally, not looking down from the stars.

"He's good at telling stories."

"Yes," Bilbo agreed. "He told me about the hunter."

Kili glanced up again and sought out the bow and the belt. "The Swordsman in the Sky," he muttered.

"Fili said he was very skilled, and very proud," Bilbo went on.

Kili nodded, and Bilbo blinked at him, making the briefest eye contact.

"The hunter boasted constantly. One day, he threatened to kill all the beasts of the world. ... Fili didn't say why."

Kili scratched at his stubble and shrugged. "Because he knew he could."

A beat of silence caught them off guard. Then they both looked up again and Bilbo spoke.

"Sorry," he murmured. "I'm sure you've heard them all before."

"No, no, it's fine. You can go on."

Bilbo cleared his throat. "Well, that announcement caused a bit of an uproar among the gods. Artemis in particular took offense. She was a lover of animals and the earth and the purity of nature, of course."

Kili bowed his head.

"She took offense, and she took revenge," Bilbo said softly. "She ordered a scorpion to kill the hunter. And they succeeded, naturally. The scorpion pierced the hunter's heel and brought him down. So the gods immortalized them in the stars, to act as a lesson, I suppose. Every night, when the scorpion rises in the east, the hunter sets. He is always slain, and the scorpion always triumphs."

"Do you think the hunter deserved to die?" Kili asked.

"That's difficult," Bilbo said. "It's not really up to us to decide who deserves life and death. Did your uncle deserve to die, or your mother? Does Smaug?"

Kili grimaced.

"The hunter made his choices. Artemis made hers," Bilbo went on.

Quiet wove between them until it frayed uncomfortably. Kili could almost hear the creak in the stars.

"Was it cruel of Artemis?" Kili asked finally, breaking the silence with a deep breath and looking up from his toes.. "She's a hunter, too, after all."

Bilbo watched him, long and unreadable. "All gods are capable of cruelty."

The wind and the lap of the ocean ticked away around the face of the world's clock. Several seconds, or minutes, or maybe an hour passed before Kili realized that Bilbo had disappeared. Kili meandered back to the hatch, then, glancing over his shoulder at the twist of rigging high above between the masts.

* * *

The evening was just clawing at one half of the horizon. A thin grey mist settled over the ocean, the drops of fog catching the orange of the sunset and throwing back a translucent half-visibility. The mainland wasn't far off, though it was hard to see.

Bilbo and Kili busied themselves swabbing the deck while other sailors milled about, preparing to dock the next morning for repairs.

"A light!" Balin's voice rang from above. "There's a light ahead off starboard bow."

The younger members of the crew flocked to the foredeck. Kili leaned on the handle of his mop and glanced over at Bilbo, raising an eyebrow. The poor man slumped against a barrel, looking brittle and tied together with string. The harried expression in his eyes said that the lightest breeze could break him to pieces.

Kili chuckled. "It's probably another ship," he offered helpfully.

Bilbo paled. He ran a hand through his hair and clasped down hard, as if to pull himself out of a bad dream.

A commotion erupted at the bow and Fili pounded up to Kili and Bilbo, looking uncharacteristically disheveled, as if the mere setting of the sun had torn him into turmoil. Kili picked up his bucket of dirty mop-water and frowned, opening his mouth in question.

"Three," Fili panted.

"Shit," Kili sighed.

"I'm sorry, what?" Bilbo cut in, frustration reddening his cheeks.

"It's not a ship," Fili clarified. "It's _three_ ships."

Kili couldn't remember the last time they'd come across a strange ship at sea who was antagonistic, but the curl of Fili's lip and dark heat blowing up his pupils made Kili's stomach flutter with fear. "That-Fee, that doesn't mean-"

"They've run out the guns and raised their colors."

Kili's stomach dropped to his toes. "Smaug?" he whispered.

Fili blinked. "No. No, I'm so-no, sorry. It's just-they're pirates."

Bilbo whimpered and his grip tightened on the handle of his mop. "Pirates?"

Kili breathed again, and insisted that they could take pirates, it wouldn't be the first time and they were all a disorganized band of desperate criminals, anyway. The crew of the _Oakenshield_ was downright noble, in comparison.

Fili didn't see it the same way. He sighed helplessly. "There's _three_ of them. And they're massive. They're _big_, Kili, much bigger than us."

"We've outrun most ships on the Mediterranean before."

"Sure," Fili said, baring his teeth. "When our masts and sails and rigs were all _intact_."

Kili's eyes widened and the breath squeezed out of his lungs.

A faint crack echoed across the water and Kili felt his nerves try to jump from his skin. The crowd on deck went into an uproar. Kili's heart rate ratcheted to a breathless tempo and he dropped his bucket. Dirty water gushed, unnoticed, between his boots. "Cannons," he croaked.

"_Excuse me?!_" Bilbo cried. He clutched his mop to his chest like a lifeline, or maybe a feeble shield.

Another crack sounded and curled away on the breeze.

"They must still be out of range," Fili said, his voice drawn tight.

The crew began to section off into action, sweeping across the deck, dissipating into every specific duty that battle called upon. Kili felt a layer of frost settling around his stomach, his feet iced to the deck with faint panic. Fili's hand on his shoulder was feverish by comparison, a solid warmth that thawed out his fear.

Kili exhaled and thought he'd be able to see his breath if the wind didn't immediately carry it away.

"You two!" Thorin's voice boomed across the deck.

Fili and Kili whirled to face him, and Bilbo peeked over their shoulders.

"What are you doing standing about?" the captain demanded. "You heard the shots. Report to Dwalin before I throw your useless bodies overboard."

Kili scowled. "We can't fight them, Uncle."

Fili's grip on his shoulder tightened.

Thorin stopped in his tracks. His eyes looked dangerous as he leaned into Kili's personal space. "Don't question me, boy," he said coldly, looking down his long, hooked nose just inches from Kili's.

Unfazed, Kili pushed him away roughly. "They're _huge_, there's no way our guns reach as far as theirs. If we turn to give them a broadside-"

"Did I say anything about a broadside?!" Thorin shouted. "It would do you well to remember who gives the orders on this ship, nephew. Now _move_," he spat, and swept away without a word.

A wordless growl caught in Kili's throat and he spun on his brother. Fili's glare was acidic.

"What?!" Kili cried. "He's being stupid. We ought to-"

"Shut up," Fili said. His voice was low and distant and aimed into the far corners of the ocean, somewhere Kili felt distinctly uncomfortable.

A flush erupted under Kili's ears, and he shook off his brother's hand. "Dwalin doesn't need us," he insisted. "Do what you want. I'm going to the helm. We _can_ outrun them."

Fili didn't argue. He followed, with Bilbo trailing silently on his heels, and in single file the three of them burst upon the quarterdeck and came to an abrupt halt.

Thorin was rattling off precise orders to Dori, whose face looked so tight and determined that its surface could crack from the pressure. He was pulling hard to port, hugging the coast and glancing every few seconds over his shoulder. Each time he looked back, his face was paler and his eyes more shallow.

Thorin was a tempest, a hurricane crashing across waters that should know better, a whiplash against an unsuspecting coast. "... And what use is the bloody _Grey Pilgrim_ if it's who-knows-how-many leagues away?!" he bellowed. His words weren't meant for anyone in particular. Maybe Poseidon or the unwitting watchers on the sea.

The air around Thorin could have almost caught fire. He swelled with anger, and his eyebrows pulled together in a deep, furious scowl. His eyes darted between the three heavy brigs swinging around them in an aggressive half-circle.

"We could pull up a river," Dori suggested weakly, his gaze scanning the coast with some desperation. "We're smaller and lighter, they couldn't follow us without running aground."

"What _river?!_" Thorin barked, and Dori quailed under his cloud of fury.

For once Kili caught himself agreeing with his uncle. There were no rivers in sight. The coast was all rock wall and stone facade and unforgiving backbone, and Kili felt his heart break on the cliffs with every white burst of wave. He'd never felt claustrophobic at sea until now, pursued by that shaky pirate net and nearly boxed in against the jagged shoreline.

He looked up, searching all the lines and sails for something he could reinforce, something resilient and unshakeable by the unfair winds that could pull them away, that could skim them along the surface of the water at speeds they were only meant to run in the gods' most favorable conditions. But no matter what he wished or saw in the rigging, the _Oakenshield_ could only limp along between the churning waves like a wounded warrior.

Dori muttered to himself while steering, holding himself down with words, something utterly meaningless, just keeping tempo and sanity. In the middle of his unintelligible monologue, Nori bounded up to them and announced breathlessly that a sandbar loomed in their path.

Dori's mouth snapped shut and his eyes widened. He whipped his head around, shooting a glance at the pursuing vessels, then turned back to his brother with a plea in his eyes.

"It's straight ahead, Balin's sure," Nori said, a twinge of apology coloring his voice. "But if you just duck away from the coast a bit, right now, set off toward starboard, we'll just skim the edge. Maybe miss it altogether."

Dori winced and heaved at the wheel, throwing his muscles against the tide. Kili backed up into a solid body, stepping on someone's toe, and nearly jumped out of his skin before Fili's arm curled around his waist. _It's alright_, he murmured, assuring Kili how fast they were still, even in unfavorable conditions, and how skilled and strong a helmsman Dori was, and how daft the pirates must be to pursue them along the perilous coastline.

"Stop!"

Kili started at the voice and the solid comfort of his brother disappeared. He spun around and saw Fili with just as baffled an expression as his own. He was staring, dumbfounded, just over Dori's shoulder. Kili turned to see what had his attention.

Bilbo looked both shocked and horrified at all the eyes trained on him. He tapped his fingertips together and his eyes darted from Dori's frown to Nori's withering gaze to Thorin's awful glare and finally settled somewhere between Fili and Kili's shoulders.

"I mean, not that I-I don't mean to give orders, but-it isn't my ship of course-"

"Out with it!" Thorin bellowed, and Kili and Bilbo both jumped.

Bilbo wrung his hands. "Sorry, I _am_ sorry, it's just that this is a lovely, light, fast ship, and-well-how shallow is this sandbar, exactly?"

Nori curled his lip. Dori leaned against the wheel and held it steady, looking to Thorin with a distraught question in his furrowed brow.

Kili squirmed in the uncomfortable silence.

"Well?" Thorin demanded, rounding on Nori.

Their navigator stammered. "How shallow? It's a sandbar, captain, I don't-"

"Can we ride over it?" Bilbo cut in.

Nori eyed Bilbo, looking him up and down and clenching his jaw. "Doubt it."

Over Kili's shoulder, Fili piped up, "What if we unload some weight?"

Everyone turned to face him, Bilbo with an expression of endless gratitude. "Exactly," he breathed, shooting a glance back at the pirate ships gaining on them an inch at a time. "Look at them, lumbering along like great fat cows."

A dull pain twisted behind Kili's eyebrow. "Fili, if we get caught on a sandbar-"

"_Shh_," Fili cut him off, staring hard at their captain.

Bilbo ran a hand through his hair, sending it flying in several directions. "Stay on, then. Stay on course," his lips shook, but he enunciated clearly. "Let's lose as much weight as we can manage, and lure them across."

"What are you on about?" Thorin growled.

Bilbo visibly shook from his toes to the tips of his hair, but he stood his ground, waving his arms wildly at the three pirate ships.. "_Look_ at them! They're heavy as it is. Look at how low they sail, and their framework looks stocky and-well, serviceable at _best_. Any other day we could outrun them, but of course, our sails ... anyway, just because we're slow doesn't mean we're not still light and nimble."

Nori started to protest, but in an admirable show of courage, Bilbo cut him off. "If we lighten the load, the _Oakenshield_ can fly right over that sandbar," he insisted, "But those great brigs? They'll run aground without question."

"Are you crazy?" Kili said.

He couldn't tell if the others agreed with him or with Bilbo. There was a long silence filled with fog and warm, humid winds. No one spoke a word, but Thorin gave a sharp nod, and Dori took a deep breath and braced himself against the wheel.

A sudden realization hit Kili as if he'd been plunged into cold water. Immediately, he turned to his brother and said, "the mortars."

Fili sucked in a breath and nodded, and before anyone could protest, they shot across the quarterdeck to Dwalin and his gunmen. Fili explained, words tumbling over his tongue, that they needed to lose as much weight as fast as possible. Within minutes, a chain of sailors wound from below deck to the edge of the rail, passing the various weights of cannon shot hand-to-hand in a row until the last men tossed their heavy artillery overboard.

In the middle of the line, Kili worked hard and kept an eye on Nori, who darted between Balin, perched at the bow of the ship for the best view, and Dori, holding down the helm. Once in awhile, Bilbo tagged along on Nori's heels, tugging on his shirtsleeve and speaking soft and fast in his ear. Kili couldn't be sure if and when they passed over the sandbar. After a few minutes of labor, he braced himself for the inevitable grinding halt of their keel against solid ground; but minutes passed and they floated on unbent and unimpeded.

A ragged shout went up from the quarterdeck. Kili chanced a glance over his shoulder and saw Thorin towering at the back of the _Oakenshield_, silhouetted against the last strip of pink in the sky with his back facing them. Dori, Nori, and Bilbo were practically dancing next to him and Kili let out a gasp of either amusement or relief.

Clumsy and floundering, Nori bounded down to the end of their column where Dwalin continued to toss mortars over into the gaping ocean. The navigator shook him hard by the shoulders and shouted something about _across_ and _safe_ and _made it_ and _fallen behind _and Kili thought he would faint with thanks and praise for well-built schooners.

Fili nearly bowled him over and started babbling in his ear. "They're stuck. Nori said one of them tried to wheel around, but it was too late. They're stuck, they're practically sideways."

Cheers, genuine and hopeful cheers, tired though they were, sewed a pattern from stern to bow. Kili joined without a second thought, but before he could even feel a real smile in his cheeks the crowd's cheers morphed into wails and curses. Flabbergasted, Kili wheeled on his brother and shouted a wordless protest, a violent question.

Fili darted for the rail. Kili followed. They leaned over, weightless over the water, and peered around behind the _Oakenshield_ for the source of the angry din.

A staunch mast, fully rigged with billowing sails, sliced through the fog behind them. Her flag flapped proud, indistinguishable as it peeked through the darkness, but there was no doubt she was gaining on them.

Kili shouted in frustration and pounded a fist against the nearest wall. He heard a sharp crack, or maybe he felt it reverberate up his arm, but all his limbs were numb with rage. Fili sprang forward and grabbed Kili's hand out of the air, worrying over it while his lips moved rapidly in some speech or some scolding or some long nervous question. Kili couldn't hear over the crimson boiling in his ears.

"It's not _fair!_" he roared and felt the words rip from his throat more than he heard them.

Fili's lips brushed his ear, a whisper just tickling his hairline and calling him back to the surface, dousing the flames in Kili's heart.

"It's alright, don't be angry, calm down," the mantra ebbed gently across Kili's mind and his vision, "don't be angry, don't be angry, we're alright."

Kili took a deep breath and it was like the first gulp of air above water and he could hear again. He looked up at Fili and their eyebrows brushed and his eyes went in and out of focus. He couldn't tell which one of them was shaking. Fili didn't even flinch, just kept up his stream of comfort and didn't once take his eyes off his brother, no matter how violently he swayed in his arms.

Kili turned again, eyes seeking out Dwalin's hulking form. The gunner looked grim, a subtle snarl twisting his features as he rumbled with low orders. Gunpowder, tampions, whatever shot they had left after their botched escape stunt. Kili thought briefly that they ought to offer their help.

"No, stop it, just breath," Fili said. "He's got a whole gun crew at his beck and call."

Kili stuttered in confusion before realizing he must have spoken out loud. He took a deep breath and thought maybe all his adrenaline had left his limbs to buzz against his skull.

Kili couldn't focus enough to understand the stream of orders Dwalin bellowed across the starboard row of cannons. He couldn't hear what Dwalin was saying, but he could watch every action of every crewman unfold and read Dwalin's words between the loading of gunpowder, shots rammed home, carriages run out. He pulled gently at his brother's shirt and Fili gave in; they dove upon an empty gun and busied themselves with the meticulous firing procedure.

Loading cannons is a simple process, but detailed and dangerous. Kili focused on the precise packing of powder and the lighting of flints and swallowed and willed his blood pressure to go down. The brothers heaved their cannon up against the gunwale and looked back.

Kili bit down on his lip to suppress his lingering rage and glowered at the ship following them. It was fast, sliding through the fog of dusk without effort.

A tinny voice sounded, clear, piercing through Dwalin's baritone. Something about _no_ and _stop_ and _hang on, the lot of you_.

Fili ignored the voice and tossed Kili a linstock. No gun crew had time to take orders from anyone but the gunner.

They stepped out of range of the cannon's recoil and nodded at each other before Fili lit the end and Kili braced himself to light the fuse.

"Stop, you bunch of idiots!"

Kili frowned and shot Dwalin a skeptical look. The gunner looked livid. They all turned toward the quarterdeck, where Bilbo was practically somersaulting down the staircase, waving his arms and crying across the crowd.

"It's the _Grey Pilgrim_."

Time ground to a halt. The wind stalled and the waves froze in place. Kili thought he could hear the _Oakenshield_ herself hold her breath.

When the world started spinning again, Kili could have wept. This time the crew's cheers were run dry with relief.

He gasped and his hands shuddered so hard that he nearly dropped the linstock. Fili dove forward and gripped Kili's hands between his own, holding the stock steady. He stared, wide-eyed and alarmed, at the match dangling precariously over the loaded cannon. As if in slow motion, he licked his fingertips and doused the flame.

They stared at each other for a breathless moment. Kili cracked first, his lips stretching in a manic grin and a high bark of laughter starting somewhere in his nose.

Fili giggled outright and collapsed against the ship's rail.

Now laughing heartily, Kili leaned next to him and looked up at the sky. "I need a drink."

"I need several," Fili agreed.

* * *

**Author's note:** I can't apologize enough for the long, unexpected hiatus. I had the start of a semester DUMPED on me. Somehow it's already October and I thought it was summer just last week... anyway on the plus side that means Desolation of Smaug is that much closer :)

Anyway, sorry sorry sorry sorry sorry. Hope this chapter is satisfying, at least.


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